Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2015 | Aug. 31, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Hydrogen Future Corp | |
Entity Central Index Key | 1,381,054 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,337,300,030 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Assets | ||
Cash | $ 1,114 | $ 31,033 |
Inventory | 2,031 | 712 |
Total current assets | 3,144 | 31,745 |
Property and equipment - net | 154,228 | 181,259 |
Note Receivable | 46,155 | 47,005 |
Debt issue costs - net | 243 | 20,288 |
Goodwill | 1,994,236 | 3,353,156 |
Total Non-Current Assets | 2,194,862 | 3,601,708 |
Total assets | 2,198,007 | 3,633,453 |
Liabilities and Stockholders' (Deficit) | ||
Accounts payable and accrued liabilities | 156,985 | 165,991 |
Accounts payable - former Officer | 415,719 | 415,719 |
Accrued interest payable | 435,095 | 379,092 |
Notes/Advances payable - related party | 27,173 | 27,173 |
Derivative liability | 694,287 | 243,809 |
Convertible debt - net | 804,978 | 442,609 |
Non-convertible debt from Hydra Acquistion | 981,508 | 981,508 |
Total current liabilities | 3,515,745 | 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 June 30, 2015 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 June 30, 2015 and September 30, 2014, respectively | 0 | 0 |
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 1,337.300,030 and 8,911,263 issued and outstanding at June 30, 2015 and September 30, 2014, respectively | 1,337,300 | 8,912 |
Additional paid-in capital | 12,847,419 | 13,832,548 |
Deficit accumulated during the development stage | (15,602,962) | (12,964,414) |
Accumulated other comprehensive income | 505 | 505 |
Total stockholders' (deficit) | (1,317,738) | 977,551 |
Total liabilities and stockholders' (deficit) | $ 2,198,007 | $ 3,633,453 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock Par Value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Series B Preferred Stock Authorized | 1 | 1 |
Series B Preferred Stock Issued | 1 | 0 |
Series B Preferred Stock Outstanding | 1 | 0 |
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock Issued | 1,337,300,030 | 8,911,263 |
Common Stock Outstanding | 1,337,300,030 | 8,911,263 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 102 Months Ended | 105 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 30, 2014 | Mar. 31, 2015 | |
Expenses | ||||||
General and Administrative Expenses | $ 103,371 | $ 196,707 | $ 354,777 | $ 5,776,147 | $ 9,006,604 | $ 9,006,604 |
Issuance of Common Stock to settle a prior liability | 0 | 117,000 | 0 | 117,000 | 117,000 | 117,000 |
Impairment of software | 0 | 0 | 0 | 0 | 1,035,027 | 1,035,027 |
Total | 103,371 | 313,707 | 354,777 | 5,893,147 | 10,158,631 | 10,158,631 |
Other (Expense) | ||||||
Interest expense | (144,051) | (243,721) | (485,950) | (523,738) | (1,329,987) | (1,329,987) |
Derivative expense | (70,036) | (449,501) | (311,078) | (2,569,102) | (4,564,403) | (4,564,403) |
Change in fair value of derivative liability | 1,412,270 | (116,720) | (11,081) | 3,141,729 | 4,241,757 | 4,241,757 |
Loss on Retirement of Debt | (31,619) | (125,034) | (116,743) | (2,124,401) | (2,468,849) | (2,468,849) |
Write-down of goodwill | (1,358,920) | 0 | (1,358,920) | 0 | (1,322,849) | (1,358,920) |
Tax refunds | 0 | 0 | 0 | 0 | 36,071 | 36,071 |
Total Other (Expense) - net | (192,356) | (934,976) | (2,283,771) | (2,075,512) | (5,408,261) | (5,444,332) |
Net Income (Loss) | $ (295,727) | $ (1,248,683) | $ (2,638,549) | $ (7,968,659) | $ (15,566,891) | $ (15,602,962) |
Net loss per common share - basic | $ 0 | $ (.92) | $ (.01) | $ (1.59) | ||
Net loss per common share - diluted | $ 0 | $ (.76) | $ (.01) | $ (10.22) | ||
Weighted average number of common shares outstanding during the period/year - basic | 1,103,532,329 | 1,364,561 | 389,206,333 | 687,642 | ||
Weighted average number of common shares outstanding during the period/year - diluted | 1,103,932,329 | 1,641,484 | 389,606,333 | 779,950 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 105 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (2,638,549) | $ (7,968,659) | $ (15,602,962) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Share based payments | 0 | 5,255,000 | 5,907,549 |
Impairment of software | 0 | 0 | 1,035,027 |
Write-down of goodwill | 1,358,920 | 0 | 1,358,920 |
Derivative expense | 311,078 | 2,569,102 | 4,564,403 |
Depreciation | 29,835 | 25,599 | 499,049 |
Amortization of debt issue cost | 20,545 | 16,081 | 89,033 |
Amortization of debt discount | 390,394 | 427,679 | 973,299 |
Amortization of Original Issue Discount | 227 | 28,394 | 36,370 |
Change in fair value of derivative liabilities | 11,081 | (3,141,729) | (4,241,757) |
Accrued interest on Retired debt | 39,326 | 8,778 | 75,401 |
Fees on debt conversions | 18,257 | 10,800 | 38,402 |
Loss on Retirement of Debt | 116,743 | 2,124,401 | 2,468,849 |
Loss on issuance of Common Stock to settle a prior liability | 0 | 117,000 | 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 | (335) | 0 |
(Increase) decrease in Inventory | (1,319) | 0 | (2,031) |
Increase (decrease) in accounts payable and accrued expense | (9,006) | 87,187 | 156,985 |
Increase in accounts payable - related party | 0 | 0 | 415,719 |
Increase in working capital from acquisition | 0 | (319,630) | (319,630) |
Increase in accrued interest | 56,003 | 294,858 | 435,095 |
Net cash provided by (used in) operating activities | (296,464) | (465,473) | (1,947,278) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Note receivable Acquired in Acquistion | 850 | (47,005) | (46,155) |
Cash acquired in Acquisition | 0 | 402 | 402 |
Purchase of property and equipment | (2,805) | 0 | (307,428) |
Net cash used in investing activities | (1,955) | (46,603) | (353,181) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from related party notes/advances | 0 | 0 | 31,586 |
Proceeds from convertible notes payable | 44,000 | 357,125 | 917,178 |
Notes Issued for Professional services | 225,000 | 225,000 | 793,727 |
Repayment of related party notes/advances | 0 | 0 | (968) |
Cash paid as debt offering costs | (500) | 0 | (24,500) |
Proceeds from issuance of common stock | 0 | 0 | 587,490 |
Net cash provided by financing activities | 268,500 | 582,125 | 2,304,513 |
Net (Decrease) in Cash | (29,919) | 70,049 | 4,054 |
Effect of Exchange Rates on Cash | 0 | 0 | (2,941) |
Cash - Beginning of Period/Year | 31,033 | 0 | 0 |
Cash - End of Period/Year | 1,114 | 70,049 | 1,114 |
Interest | 0 | 0 | 0 |
Income Taxes | $ 0 | $ 0 | $ 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Debt converted to common shares | 103,252 | 552,746 | 953,828 |
Common stock issued to acquire software | $ 0 | $ 0 | $ 1,380,876 |
Notes payable acquired in acquisition | 0 | 984,008 | 984,008 |
Preferred stock issued to officers | 0 | 310,000 | 310,000 |
Debt discount recorded on convertible debt accounted for as a derivative liability | 269,000 | 582,125 | 1,316,875 |
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 |
Statement of Stockholder's 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 |
Beginning Balance, Shares at Sep. 30, 2013 | 800 | 100,000,000 | 100,000 | ||||
Beginning Balance, Amount at Sep. 30, 2013 | $ 1 | $ 100,000 | $ 0 | $ 2,709,575 | $ (5,160,139) | $ 505 | $ (2,350,058) |
Shares issuance upon conversion of debt, accrued interest and related share issuance expenses, Shares | 7,867,943 | ||||||
Shares issuance upon conversion of debt, accrued interest and related share issuance expenses, Amount | $ 7,868 | 3,616,231 | 3,624,098 | ||||
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 | ||||
Shares issued for consulting services, Shares | 200,000 | ||||||
Shares issued for consulting services, Amount | $ 200 | 39,800 | 40,000 | ||||
Debt Issue Costs | 37,875 | $ 37,875 | |||||
Sale of common shares, Shares | 320,000 | 320,000 | |||||
Sale of common shares, Amount | $ 320 | 7,670 | $ 7,990 | ||||
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 | |||||
Net loss | $ (7,804,274) | (7,804,274) | |||||
Ending Balance, shares at Sep. 30, 2014 | 8,911,623 | 100,000,000 | 1 | ||||
Ending Balance, Amount at Sep. 30, 2014 | $ 8,912 | $ 100,000 | 13,832,548 | (12,964,414) | $ 505 | 977,551 | |
Shares issuance upon conversion of debt, accrued interest and related share issuance expenses, Shares | 1,328,388,347 | ||||||
Shares issuance upon conversion of debt, accrued interest and related share issuance expenses, Amount | $ 1,328,388 | (985,129) | 343,259 | ||||
Fractional shares issued for reverse split, Shares | 60 | ||||||
Fractional shares issued for reverse split, Amount | $ 0 | ||||||
Net loss | (2,638,549) | (2,638,549) | |||||
Ending Balance, shares at Jun. 30, 2015 | 1,337,300,030 | 100,000,000 | 1 | ||||
Ending Balance, Amount at Jun. 30, 2015 | $ 1,337,300 | $ 100,000 | $ 0 | $ 12,847,419 | $ (15,602,962) | $ 505 | $ (1,317,739) |
1. Basis of Presentation
1. Basis of Presentation | 9 Months Ended |
Jun. 30, 2015 | |
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 Companys 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 Companys Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Managements 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 June 30, 2015 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 | 9 Months Ended |
Jun. 30, 2015 | |
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 Companys 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) Fuel cell technology and 2) Contract research and laboratory services. See Note 13 for Segment reporting. See Note 7 for the accounting for Goodwill. The Companys 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 Companys 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 June 30, 2015 and 2014, 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 March 31, 2015 and September 30, 2014, the Company had no cash equivalents. At June 30, 2015, the Company had $1,114 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 June 30, 2015 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 back 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 six months ended June 30, 2015, 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 Companys 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 June 30, 2015 and September 30, 2014: June 30, 2015 September 30, 2014 Warrants 0 63 Convertible debt (1) 1,068,770,184 9,931,803 Total common stock equivalents 1,068,770,184 9,931,864 (1) The Company has identified eight and ten debt holders as of June 30, 2015 and September 30, 2014, respectively, who cannot exceed ownership in the Company of 9.99%. Each investor is limited to 133,596,273 and 993,180 shares at June 30, 2015 and September 30, 2014 respectively. Fair Value of Financial Instruments The carrying amounts of the Companys 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 Companys 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 Companys 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 Companys 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. Note 3 Going Concern As reflected in the accompanying financial statements, the Company had a net loss of $2,638,549 for the nine months ended June 30, 2015, and utilized $296,464 in cash for operations. The Company also has a working capital deficit of $3,512,601 and a deficit accumulated during the development stage of $15,602,962 at June 30, 2015. In addition, the Company is in the development stage and has not yet generated any revenues. These factors raise substantial doubt about the Companys 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. |
3. Going Concern
3. Going Concern | 9 Months Ended |
Jun. 30, 2015 | |
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 $2,638,549 for the nine months ended June 30, 2015, and utilized $296,464 in cash for operations. The Company also has a working capital deficit of $3,512,601 and a deficit accumulated during the development stage of $15,602,962 at June 30, 2015. In addition, the Company is in the development stage and has not yet generated any revenues. These factors raise substantial doubt about the Companys 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 | 9 Months Ended |
Jun. 30, 2015 | |
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 Companys 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 June 30, 2015, 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 six months ended June 30, 2015. The following is the Companys derivative liability measured at fair value on a recurring basis at: June 30, 2015 September 30, 2014 Level 1 $ - $ - Level 2 - Derivative Liability 694,287 243,809 Level 3 - - Total $ 694,287 $ 243,809 |
5. Receivables
5. Receivables | 9 Months Ended |
Jun. 30, 2015 | |
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. During the quarter ended June 30, 2015, American Security Research Company repaid $850 of this amount. The remaining balance is $46,155 at June 30, 2015. |
6. Property and Equipment
6. Property and Equipment | 9 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
6. Property and Equipment | Property and equipment consists of the following: March 2015 September 2014 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 (499,093 ) (469,257 ) Less: Impairment (1,035,027 ) (1,035,027 ) Property and equipment - net $ 154,228 181,259 (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 | 9 Months Ended |
Jun. 30, 2015 | |
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 Companys 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. The Companys technology is an alternative to existing fossil fuels. As the price of traditional energy sources become cheaper, there is less of an incentive to switch to the Companys competitive offerings. The price of West Texas Intermediate Crude has fallen from over $100 at June 30, 2014 to approximately $40 as of the date of this filing. The Company believes that the reduction in the price of crude oil reflects a permanent trend, which has permanently adversely impacted its investment. Based on comparable companies, the Company has now determine that the Goodwill is worth $1,994,236. Goodwill at September 30, 2014 $ 3,353,156 Impairment as June 30, 2015 1,358,920 Value of Goodwill at June 30, 2015 $ 1,994,236 |
8. Notes Payable
8. Notes Payable | 9 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
8. Notes Payable | (A) Related Party The following is a summary of the Companys related party liabilities: June 30, 2015 September 30, 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. (B) Convertible debt-net The following is a summary of the Company's outstanding convertible debt as of June 30, 2015: Date of Issuance Original Amount Conversions through June 30, 2015 Accrued Original Issue Discount, if any Gross Amount outstanding at June 30, 2015 Remaining Discount Net Amount Type of Note 2-Apr-13 5,000 0 5,000 0 5,000 a 31-May-13 5,500 0 5,500 0 5,500 a 31-May-13 5,500 0 5,500 0 5,500 a 23-Feb-11 300,000 300,000 0 0 0 a 1-Oct-12 165,000 165,000 0 0 0 b 1-Aug-13 25,000 14,400 10,600 0 10,600 b 1-Sep-13 25,000 25,000 0 0 0 b 1-Oct-13 25,000 25,000 0 0 0 b 1-Nov-13 25,000 0 25,000 0 25,000 b 1-Dec-13 25,000 0 25,000 0 25,000 b 1-Jan-14 25,000 0 25,000 0 25,000 b 1-Feb-14 25,000 25,000 0 0 0 b 1-Mar-14 25,000 10,600 14,400 0 14,400 b 1-Aug-13 12,500 40,000 27,500 0 0 0 a 27-Aug-13 12,500 1,250 13,750 0 13,750 a 10-Oct-13 15,000 1,500 16,500 0 16,500 a 19-Nov-13 10,000 1,000 11,000 0 11,000 a 27-Sep-13 25,000 0 25,000 0 25,000 a 13-Dec-13 20,000 11,470 8,530 0 8,530 a 27-Feb-14 20,000 20,000 0 0 0 a 17-Mar-14 25,000 4,848 1,610 21,762 8,904 12,857 a 2-Apr-14 30,000 32,500 2,500 0 0 0 a 21-Mar-14 30,000 8,725 21,275 0 21,275 a 14-Apr-14 35,000 0 35,000 0 35,000 a 5-May-14 50,000 8,706 41,294 0 41,294 a 21-May-14 35,000 1,349 33,651 0 33,651 a 2-Jun-14 27,500 26,875 625 0 625 a 23-Jun-14 27,500 0 27,500 0 27,500 a 1-Apr-14 25,000 0 25,000 0 25,000 b 1-May-14 25,000 0 25,000 0 25,000 b 1-Jun-14 25,000 0 25,000 0 25,000 b 1-Jul-14 25,000 0 25,000 0 25,000 b 1-Aug-14 25,000 0 25,000 0 25,000 b 1-Sep-14 25,000 0 25,000 0 25,000 b 7-Jul-14 37,500 5,267 32,233 0 32,233 a 14-Jul-14 25,000 1,385 23,615 0 23,615 a 22-Aug-14 27,500 0 27,500 0 27,500 a 26-Aug-14 10,000 0 10,000 3,740 6,260 a 26-Aug-14 10,000 10,000 0 0 0 a 8-Sep-14 10,000 7,205 2,795 0 2,795 a 15-Sep-14 20,000 0 20,000 0 20,000 a 15-Sep-14 10,000 6,300 3,700 3,898 (198 ) a 19-Sep-14 10,000 9,500 500 3,932 (3,432 ) a 1-Oct-14 25,000 0 25,000 0 25,000 b 1-Nov-14 25,000 0 25,000 0 25,000 b 1-Dec-14 25,000 0 25,000 0 25,000 b 1-Jan-15 25,000 0 25,000 414 24,586 b 1-Feb-15 25,000 0 25,000 4,420 20,580 b 6-Feb-15 14,500 0 14,500 8,560 5,940 b 1-Mar-15 25,000 0 25,000 7,043 17,957 a 3-Mar-15 29,500 0 29,500 14,750 14,750 a 1-Apr-15 25,000 0 25,000 12,705 12,295 a 1-May-15 25,000 0 25,000 16,848 8,152 a 1-Jun-15 25,000 0 25,000 21,038 3,962 a Totals 1,635,000 759,130 35,360 911,230 106,252 804,978 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 June 30, 2015 Accrued Original Issue Discount, if any Gross Amount outstanding at June 30, 2015 Remaining Discount Net Amount Notes for Cash 876,000 494,130 35,360 392,229 20,474 371,755 Notes for Consulting Services 759,000 265,000 0 519,000 85,778 433,222 Totals 1,635,000 759,130 35,360 911,230 106,252 804,978 (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 June 30, 2015 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 June 30, 2015, the value of these debt issue costs is $243 as follows: Original Balance Issue Date Maturity Date Total Days Days Remaining as of March 31, 2015 Percentage of Days as of December 31, 2014 Unamortized Balance $ 2,500 2-Apr-14 7-Jan-15 280 0 0 % $ 0 $ 7,375 5-May-14 30-Apr-15 360 0 0 % $ 0 $ 5,500 21-May-14 14-Jan-15 238 0 0 % $ 0 $ 2,500 2-Jun-14 14-Jan-15 226 0 0 % $ 0 $ 2,500 23-Jun-14 14-Jan-15 205 0 0 % $ 0 $ 12,500 7-Jul-14 8-Jan-15 185 0 0 % $ 0 $ 2,500 14-Jul-14 14-Jan-15 184 0 0 % $ 0 $ 2,500 22-Aug-14 15-Feb-15 177 0 0 % $ 0 $ 500 6-Feb-15 13-Nov-15 280 136 49 % $ 243 Total $ 38,375 $ 243 (E) Debt Discount During the nine months and three months ended June 30, 2015, the Company recorded debt discounts of $269,000 and $75,000, respectively. During the nine months and three months ended June 30, 2014, the Company recorded debt discounts of $582,125 and $325,000 respectively. The debt discount pertains to convertible debt containing embedded conversion options that are required to bifurcated and reported at fair value. During the nine and three months ended June 30, 2015, the Company amortized $390,394 and $111,037 in debt discount, respectively. |
9. Stockholders Equity (Deficit
9. Stockholders Equity (Deficit) | 9 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
9. Stockholders' Equity (Deficit) | (A) Common Stock Stock Issued in Six months ended June 30, 2015 During the nine months ended June 30, 2015, the Company issued 1,328,388,347 shares of common stock for the conversion of $103,252 of debt, $39,236 of accrued interest and $18,257 of related expenses. 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 expired on February 15, 2015. There were no other warrants outstanding at June 30, 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 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. (E) Reverse Split 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). |
10. Commitments and Contingenci
10. Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2015 | |
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 | 9 Months Ended |
Jun. 30, 2015 | |
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 - June 30, 2015 11,081 Derivative liability associated with new issuances through June 30, 2015 311,078 Face value of debt issued 269,000 Elimination of derivative liability upon conversion of debt (140,681) Derivative liability balance at June 30, 2015 $ 694,287 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 $311,078 for the nine months ended June 30, 2015. |
12. Other Related Party Transac
12. Other Related Party Transactions | 9 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 $ 415,719 The consulting and rental fees are components of general and administrative expenses. |
13. Segment Reporting
13. Segment Reporting | 9 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
13. Segment Reporting | The Company operates in two operating segments which are consistent with its internal organization. The major segments are Fuel Cell technology and Contract Research and Laboratory services. 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 June 30, 2015 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 8,974 $ 8,533 $ 85,864 103,371 Total Operating Expenses 8,974 8,533 85,864 103,371 Operating Income (Loss) (8,974 ) (8,533 ) (85,864 ) (103,371 ) Other Income (Expense) (192,356 ) Net loss (8,974 ) (8,533 ) (278,220 ) (295,727 ) Total Assets $ 2,045,844 $ 151,704 $ 459 $ 2,198,007 Three months Ended June 30, 2014 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 19,875 $ 8,533 $ 168,299 196,707 Issuance of Common Stock to settle a prior liability $ 117,000 117,000 Total Operating Expenses 19,875 125,533 168,299 313,707 Operating Income (Loss) (19,875 ) (125,533 ) (168,299 ) (313,707 ) Other Income (Expense) - - (934,976 ) (934,976 ) Net income (loss) (19,875 ) (125,533 ) (1,103,275 ) (1,248,683 ) Total Assets $ 63,726 $ 110,242 $ 3,494,016 $ 3,667,984 Nine Months Ended June 30, 2015 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 22,834 25,599 306,344 354,777 Total Operating Expenses 22,834 25,599 306,344 354,777 Operating Income (Loss) (22,834 ) (25,599 ) (306,344 ) (354,777 ) Other Income (Expense) - - (2,283,771 ) (2,283,771 ) Net loss (22,834 ) (25,599 ) (2,590,116 ) (2,638,549 ) Total Assets $ 2,045,844 $ 151,704 $ 459 $ 2,198,007 Nine months Ended June 30, 2014 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 19,875 $ 80,813 $ 5,675,459 5,776,147 Issuance of Common Stock to settle a prior liability $ 117,000 117,000 Total Operating Expenses 19,875 197,813 5,675,459 5,893,147 Operating Income (Loss) (19,875 ) (197,813 ) (5,675,459 ) (5,893,147 ) Other Income (Expense) - - (2,075,512 ) (2,075,512 ) Net income (loss) (19,875 ) (197,813 ) (7,750,971 ) (7,968,659 ) Total Assets $ 63,726 $ 110,813 $ 3,494,016 $ 3,667,984 |
14. Subsequent Events
14. Subsequent Events | 9 Months Ended |
Jun. 30, 2015 | |
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; Issuance of Convertible Debt From the Balance Sheet date until the date of this report, the Company issued the following convertible debt securities On July 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 January 1, 2016. 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 August 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 February 1, 2016. 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 |
2. Nature of Operations and S21
2. Nature of Operations and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
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 Companys 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) Fuel cell technology and 2) Contract research and laboratory services. See Note 13 for Segment reporting. See Note 7 for the accounting for Goodwill. The Companys 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 Companys 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 June 30, 2015 and 2014, 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 March 31, 2015 and September 30, 2014, the Company had no cash equivalents. At June 30, 2015, the Company had $1,114 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 June 30, 2015 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 back 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 six months ended June 30, 2015, 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 Companys 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 June 30, 2015 and September 30, 2014: June 30, 2014 September 30, 2014 Warrants 0 63 Convertible debt (1) 1,068,770,184 9,931,803 Total common stock equivalents 1,068,770,184 9,931,864 (1) The Company has identified eight and ten debt holders as of June 30, 2015 and September 30, 2014, respectively, who cannot exceed ownership in the Company of 9.99%. Each investor is limited to 133,596,273 and 993,180 shares at June 30, 2015 and September 30, 2014 respectively. |
Fair Value of Financial Instruments | The carrying amounts of the Companys 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 Companys 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 Companys 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 Companys 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 S22
2. Nature of Operations and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Potential common stock equivalents | June 30, 2015 September 30, 2014 Warrants 0 63 Convertible debt (1) 1,068,770,184 9,931,803 Total common stock equivalents 1,068,770,184 9,931,864 |
4. Fair Value of Financial As23
4. Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Company's derivative liability measured at fair value on a recurring basis | June 30, 2015 September 30, 2014 Level 1 $ - $ - Level 2 - Derivative Liability 694,287 243,809 Level 3 - - Total $ 694,287 $ 243,809 |
6. Property and Equipment (Tabl
6. Property and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | March 2015 September 2014 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 (499,093 ) (469,257 ) Less: Impairment (1,035,027 ) (1,035,027 ) Property and equipment - net $ 154,228 181,259 |
7. Goodwill (Tables)
7. Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
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 |
Impairment of goodwill | Goodwill at September 30, 2014 $ 3,353,156 Impairment as June 30, 2015 1,358,920 Value of Goodwill at June 30, 2015 $ 1,994,236 |
8. Notes Payable (Tables)
8. Notes Payable (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Company's related party liabilities | June 30, 2015 September 30, 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 |
Other Notes | The following is a summary of the Company's outstanding convertible debt as of June 30, 2015: Date of Issuance Original Amount Conversions through June 30, 2015 Accrued Original Issue Discount, if any Gross Amount outstanding at June 30, 2015 Remaining Discount Net Amount Type of Note 2-Apr-13 5,000 0 5,000 0 5,000 a 31-May-13 5,500 0 5,500 0 5,500 a 31-May-13 5,500 0 5,500 0 5,500 a 23-Feb-11 300,000 300,000 0 0 0 a 1-Oct-12 165,000 165,000 0 0 0 b 1-Aug-13 25,000 14,400 10,600 0 10,600 b 1-Sep-13 25,000 25,000 0 0 0 b 1-Oct-13 25,000 25,000 0 0 0 b 1-Nov-13 25,000 0 25,000 0 25,000 b 1-Dec-13 25,000 0 25,000 0 25,000 b 1-Jan-14 25,000 0 25,000 0 25,000 b 1-Feb-14 25,000 25,000 0 0 0 b 1-Mar-14 25,000 10,600 14,400 0 14,400 b 1-Aug-13 12,500 40,000 27,500 0 0 0 a 27-Aug-13 12,500 1,250 13,750 0 13,750 a 10-Oct-13 15,000 1,500 16,500 0 16,500 a 19-Nov-13 10,000 1,000 11,000 0 11,000 a 27-Sep-13 25,000 0 25,000 0 25,000 a 13-Dec-13 20,000 11,470 8,530 0 8,530 a 27-Feb-14 20,000 20,000 0 0 0 a 17-Mar-14 25,000 4,848 1,610 21,762 8,904 12,857 a 2-Apr-14 30,000 32,500 2,500 0 0 0 a 21-Mar-14 30,000 8,725 21,275 0 21,275 a 14-Apr-14 35,000 0 35,000 0 35,000 a 5-May-14 50,000 8,706 41,294 0 41,294 a 21-May-14 35,000 1,349 33,651 0 33,651 a 2-Jun-14 27,500 26,875 625 0 625 a 23-Jun-14 27,500 0 27,500 0 27,500 a 1-Apr-14 25,000 0 25,000 0 25,000 b 1-May-14 25,000 0 25,000 0 25,000 b 1-Jun-14 25,000 0 25,000 0 25,000 b 1-Jul-14 25,000 0 25,000 0 25,000 b 1-Aug-14 25,000 0 25,000 0 25,000 b 1-Sep-14 25,000 0 25,000 0 25,000 b 7-Jul-14 37,500 5,267 32,233 0 32,233 a 14-Jul-14 25,000 1,385 23,615 0 23,615 a 22-Aug-14 27,500 0 27,500 0 27,500 a 26-Aug-14 10,000 0 10,000 3,740 6,260 a 26-Aug-14 10,000 10,000 0 0 0 a 8-Sep-14 10,000 7,205 2,795 0 2,795 a 15-Sep-14 20,000 0 20,000 0 20,000 a 15-Sep-14 10,000 6,300 3,700 3,898 (198 ) a 19-Sep-14 10,000 9,500 500 3,932 (3,432 ) a 1-Oct-14 25,000 0 25,000 0 25,000 b 1-Nov-14 25,000 0 25,000 0 25,000 b 1-Dec-14 25,000 0 25,000 0 25,000 b 1-Jan-15 25,000 0 25,000 414 24,586 b 1-Feb-15 25,000 0 25,000 4,420 20,580 b 6-Feb-15 14,500 0 14,500 8,560 5,940 b 1-Mar-15 25,000 0 25,000 7,043 17,957 a 3-Mar-15 29,500 0 29,500 14,750 14,750 a 1-Apr-15 25,000 0 25,000 12,705 12,295 a 1-May-15 25,000 0 25,000 16,848 8,152 a 1-Jun-15 25,000 0 25,000 21,038 3,962 a Totals 1,635,000 759,130 35,360 911,230 106,252 804,978 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 June 30, 2015 Accrued Original Issue Discount, if any Gross Amount outstanding at June 30, 2015 Remaining Discount Net Amount Notes for Cash 876,000 494,130 35,360 392,229 20,474 371,755 Notes for Consulting Services 759,000 265,000 0 519,000 85,778 433,222 Totals 1,635,000 759,130 35,360 911,230 106,252 804,978 |
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 Balance Issue Date Maturity Date Total Days Days Remaining as of March 31, 2015 Percentage of Days as of December 31, 2014 Unamortized Balance $ 2,500 2-Apr-14 7-Jan-15 280 0 0 % $ 0 $ 7,375 5-May-14 30-Apr-15 360 0 0 % $ 0 $ 5,500 21-May-14 14-Jan-15 238 0 0 % $ 0 $ 2,500 2-Jun-14 14-Jan-15 226 0 0 % $ 0 $ 2,500 23-Jun-14 14-Jan-15 205 0 0 % $ 0 $ 12,500 7-Jul-14 8-Jan-15 185 0 0 % $ 0 $ 2,500 14-Jul-14 14-Jan-15 184 0 0 % $ 0 $ 2,500 22-Aug-14 15-Feb-15 177 0 0 % $ 0 $ 500 6-Feb-15 13-Nov-15 280 136 49 % $ 243 Total $ 38,375 $ 243 |
9. Stockholders' Equity (Tables
9. Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Tables | |
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 (Tab
11. Derivative Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
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 - June 30, 2015 11,081 Derivative liability associated with new issuances through June 30, 2015 311,078 Face value of debt issued 269,000 Elimination of derivative liability upon conversion of debt (140,681) Derivative liability balance at June 30, 2015 $ 694,287 |
12. Other Related Party Trans29
12. Other Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Other Related Party Transactions Tables | |
Schedule of other related party transactions | Balance at September 30, 2014 and June 30, 2015 $ 415,719 |
13. Segment Reporting (Tables)
13. Segment Reporting (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Tables | |
Schedule of segment reporting | Three Months Ended June 30, 2015 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 8,974 $ 8,533 $ 85,864 103,371 Total Operating Expenses 8,974 8,533 85,864 103,371 Operating Income (Loss) (8,974 ) (8,533 ) (85,864 ) (103,371 ) Other Income (Expense) (192,356 ) Net loss (8,974 ) (8,533 ) (278,220 ) (295,727 ) Total Assets $ 2,045,844 $ 151,704 $ 459 $ 2,198,007 Three months Ended June 30, 2014 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 19,875 $ 8,533 $ 168,299 196,707 Issuance of Common Stock to settle a prior liability $ 117,000 117,000 Total Operating Expenses 19,875 125,533 168,299 313,707 Operating Income (Loss) (19,875 ) (125,533 ) (168,299 ) (313,707 ) Other Income (Expense) - - (934,976 ) (934,976 ) Net income (loss) (19,875 ) (125,533 ) (1,103,275 ) (1,248,683 ) Total Assets $ 63,726 $ 110,242 $ 3,494,016 $ 3,667,984 Nine Months Ended June 30, 2015 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 22,834 25,599 306,344 354,777 Total Operating Expenses 22,834 25,599 306,344 354,777 Operating Income (Loss) (22,834 ) (25,599 ) (306,344 ) (354,777 ) Other Income (Expense) - - (2,283,771 ) (2,283,771 ) Net loss (22,834 ) (25,599 ) (2,590,116 ) (2,638,549 ) Total Assets $ 2,045,844 $ 151,704 $ 459 $ 2,198,007 Nine months Ended June 30, 2014 Fuel Cell Technology Contracted Research and Laboratory Services Corporate Overhead Total Revenues $ - $ - $ - $ - Cost of Revenues - - - - Gross Profits - - - - Operating Expenses Selling General and Administrative Expenses 19,875 $ 80,813 $ 5,675,459 5,776,147 Issuance of Common Stock to settle a prior liability $ 117,000 117,000 Total Operating Expenses 19,875 197,813 5,675,459 5,893,147 Operating Income (Loss) (19,875 ) (197,813 ) (5,675,459 ) (5,893,147 ) Other Income (Expense) - - (2,075,512 ) (2,075,512 ) Net income (loss) (19,875 ) (197,813 ) (7,750,971 ) (7,968,659 ) Total Assets $ 63,726 $ 110,813 $ 3,494,016 $ 3,667,984 |
2. Nature of Operations and S31
2. Nature of Operations and Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Sep. 30, 2014 | |
Total common stock equivalents | 1,068,770,184 | 9,931,864 |
Warrants | ||
Total common stock equivalents | 0 | 63 |
Convertible Debt | ||
Total common stock equivalents | 1,068,770,184 | 9,931,803 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Sep. 30, 2014 | |
Going Concern Details Narrative | ||
Net loss | $ (2,638,549) | $ (7,804,274) |
Working capital deficit | 3,512,601 | |
Deficit accumulated during the development stage | $ 15,602,962 |
4. Fair Value of Financial As33
4. Fair Value of Financial Assets and Liabilities (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Derivative liability measured at fair value on a recurring basis | $ 694,287 | $ 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 | 694,287 | 243,809 |
Level 3 | ||
Derivative liability measured at fair value on a recurring basis | $ 0 | $ 0 |
6. Property and Equipment (Deta
6. Property and Equipment (Details) - USD ($) | Jun. 30, 2015 | 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 (3 Year Useful Life) | 15,824 | 15,824 |
Office equipment (5 Year Useful Life) | 40,141 | 37,336 |
Property and equipment - gross | 1,688,348 | 1,685,543 |
Less: Accumulated depreciation | (499,093) | (469,257) |
Less: Impairment | (1,035,027) | (1,035,027) |
Property and equipment - net | $ 154,228 | $ 181,259 |
7. Goodwill (Details)
7. Goodwill (Details) | Jun. 30, 2015USD ($) |
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 |
7. Goodwill (Details 1)
7. Goodwill (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 102 Months Ended | 105 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 30, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | |
Goodwill Details 1 | |||||||
Goodwill | $ 1,994,236 | $ 1,994,236 | $ 3,353,156 | ||||
Goodwill impairment | $ 1,358,920 | $ 0 | $ 1,358,920 | $ 0 | $ 1,322,849 | $ 1,358,920 |
8. Notes Payable (Details)
8. Notes Payable (Details) - USD ($) | Jun. 30, 2015 | 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) | 9 Months Ended |
Jun. 30, 2015USD ($) | |
Note1 | |
Original Amount | $ 876,000 |
Conversions | 494,130 |
Accrued Original Issue Discount | 35,360 |
Gross Amount | 392,229 |
Remaining Discount | 20,474 |
Net Amount | 371,755 |
Note2 | |
Original Amount | 759,000 |
Conversions | 265,000 |
Accrued Original Issue Discount | 0 |
Gross Amount | 519,000 |
Remaining Discount | 85,778 |
Net Amount | 433,222 |
Note Total | |
Original Amount | 1,635,000 |
Conversions | 759,130 |
Accrued Original Issue Discount | 35,360 |
Gross Amount | 911,230 |
Remaining Discount | 106,252 |
Net Amount | $ 804,978 |
8. Notes Payable (Details 2)
8. Notes Payable (Details 2) - 9 months ended Jun. 30, 2015 - USD ($) | Total |
Golden Star 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 ($) | 12 Months Ended | |
Sep. 30, 2014 | Jun. 30, 2015 | |
Notes Payable Details 3 | ||
Original balance | $ 38,375 | |
Amortization of debt issue costs | $ 37,875 | |
Unamortized balance | $ 243 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details) - shares | 9 Months Ended | 12 Months Ended | 105 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2015 | |
Stockholders Equity Tables | ||||
Shares issued for conversion of debt accrued interest and related expenses associated with conversions | 103,252 | 552,746 | 7,867,943 | 953,828 |
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 (Det
11. Derivative Liabilities (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2014 | |
Derivative liability balance at September 30, 2013 | ||
Derivative liability Fair value at the commitment date for convertible notes issued | $ 243,809 | |
Fair value mark to market adjustment - June 30, 2015 | $ 11,081 | |
Derivative liability associated with new issuances through June 30, 2015 | 311,078 | |
Face value of debt issued | 269,000 | |
Elimination of derivative liability upon conversion of debt | $ (140,681) | |
Derivative liability balance | $ 694,287 |
12. Other Related Party Trans43
12. Other Related Party Transactions (Details) - USD ($) | Jun. 30, 2015 | 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 | 9 Months Ended | 102 Months Ended | 105 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 30, 2014 | Mar. 31, 2015 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | ||
Cost of Revenues | 0 | 0 | 0 | 0 | ||
Gross Profits | 0 | 0 | 0 | 0 | ||
Operating Expenses | ||||||
Selling General and Administrative Expenses | 103,371 | 196,707 | 354,777 | 5,776,147 | $ 9,006,604 | $ 9,006,604 |
Issuance of Common Stock to settle a prior liability | 0 | 117,000 | 0 | 117,000 | $ 117,000 | $ 117,000 |
Total Operating Expenses | 103,371 | 313,707 | 354,777 | 5,893,147 | ||
Operating Income (Loss) | (103,371) | (313,707) | (354,777) | (5,893,147) | ||
Other income (expense) | (192,356) | (934,976) | (2,283,771) | (2,075,512) | ||
Net loss | (295,727) | (1,248,683) | (2,638,549) | (7,968,659) | ||
Total Assets | 2,198,007 | 3,667,984 | 2,198,007 | 3,667,984 | ||
Fuel Cell Technology | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Cost of Revenues | 0 | 0 | 0 | 0 | ||
Gross Profits | 0 | 0 | 0 | 0 | ||
Operating Expenses | ||||||
Selling General and Administrative Expenses | 8,974 | 19,875 | 22,834 | 19,875 | ||
Total Operating Expenses | 8,974 | 19,875 | 22,834 | 19,875 | ||
Operating Income (Loss) | (8,974) | (19,875) | (22,834) | (19,875) | ||
Other income (expense) | 0 | 0 | 0 | 0 | ||
Net loss | (8,974) | (19,875) | (22,834) | (19,875) | ||
Total Assets | 2,045,844 | 63,726 | 2,045,844 | 63,726 | ||
Contract Research And Laboratory Services | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Cost of Revenues | 0 | 0 | 0 | 0 | ||
Gross Profits | 0 | 0 | 0 | 0 | ||
Operating Expenses | ||||||
Selling General and Administrative Expenses | 8,533 | 8,533 | 25,599 | 80,813 | ||
Total Operating Expenses | 8,533 | 125,533 | 25,599 | 197,813 | ||
Operating Income (Loss) | (8,533) | (125,533) | (25,599) | (197,813) | ||
Other income (expense) | 0 | 0 | 0 | 0 | ||
Net loss | (8,533) | (125,533) | (25,599) | (197,813) | ||
Total Assets | 151,704 | 110,242 | 151,704 | 110,813 | ||
Corporate Overhead | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Cost of Revenues | 0 | 0 | 0 | 0 | ||
Gross Profits | 0 | 0 | 0 | 0 | ||
Operating Expenses | ||||||
Selling General and Administrative Expenses | 85,864 | 168,299 | 306,344 | 5,675,459 | ||
Issuance of Common Stock to settle a prior liability | 117,000 | 117,000 | ||||
Total Operating Expenses | 85,864 | 168,299 | 306,344 | 5,675,459 | ||
Operating Income (Loss) | (85,864) | (168,299) | (306,344) | (5,675,459) | ||
Other income (expense) | (192,356) | (934,976) | (2,283,771) | (2,075,512) | ||
Net loss | (278,220) | (1,103,275) | (2,590,116) | (7,750,971) | ||
Total Assets | $ 459 | $ 3,494,016 | $ 459 | $ 3,494,016 |
Uncategorized Items - aflb-2015
Label | Element | Value |
Net Income (Loss) | us-gaap_ProfitLoss | $ (1,248,683) |
Net Income (Loss) | us-gaap_ProfitLoss | (15,566,891) |
Net Income (Loss) | us-gaap_ProfitLoss | $ (295,727) |