Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Oct. 13, 2016 | Dec. 31, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | UPD HOLDING CORP. | ||
Entity Trading Symbol | eswb | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Amendment Flag | false | ||
Entity Central Index Key | 836,937 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Common Stock, Shares Outstanding | 79,766,636 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 1,576,496 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,619 | $ 64,638 |
Total current assets | 1,619 | 64,638 |
TOTAL ASSETS | 1,619 | 64,638 |
CURRENT LIABILITIES: | ||
Accounts payable | 27,271 | 11,788 |
Accrued liabilities | 5,760 | 5,760 |
Total current liabilities | 33,031 | 17,548 |
Total Liabilities | 33,031 | 17,548 |
Commitments | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $.005 par value 200,000,000 authorized: 78,766,636 and 23,400,000 issued and outstanding as of June 30, 2016 and June 30, 2015, respectively | 393,833 | 393,833 |
Preferred stock, $.01 par value 10,000,000 authorized: none issued and outstanding as of June 30, 2016 and June 30, 2015, respectively | 0 | 0 |
Additional paid-in capital | (285,405) | (285,405) |
Accumulated deficit | (139,840) | (61,338) |
Total stockholders' equity (deficit) | (31,412) | 47,090 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 1,619 | $ 64,638 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 |
Parentheticals | ||
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $ 0.005 | $ 0.005 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 78,766,636 | 23,400,000 |
Common Stock, shares outstanding | 78,766,636 | 23,400,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING EXPENSES: | ||
General and administrative | $ 78,518 | $ 47,465 |
Professional fees | 0 | 1,050 |
Total Operating Expenses | 78,518 | 48,515 |
OPERATING LOSS | (78,518) | (48,515) |
OTHER INCOME: | ||
Interest income | 16 | 15 |
Total Other Income | 16 | 15 |
NET LOSS | $ (78,502) | $ (48,500) |
BASIC AND DILUTED PER SHARE DATA: | ||
Net Loss per common share, basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 78,766,636 | 65,349,763 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2014 | 23,400,000 | 117,000 | (110,250) | (12,838) | (6,088) |
Common stock issued for cash | 36,600,000 | 183,000 | (176,800) | 0 | 6,200 |
Common stock issued for cash | 200,000 | 1,000 | 9,000 | 0 | 10,000 |
Common stock retained pursuant to the Reverse Merger | 18,566,636 | 92,833 | (7,455) | 0 | 85,378 |
Contributed capital | $ 0 | $ 100 | $ 0 | $ 100 | |
Net loss | $ 0 | $ 0 | $ (48,500) | $ (48,500) | |
Balance at Jun. 30, 2015 | 78,766,636 | 393,833 | (285,405) | (61,338) | 47,090 |
Common stock issued | 0 | 0 | 0 | 0 | 0 |
Contributed capital | $ 0 | $ 0 | $ 0 | $ 0 | |
Net loss | $ 0 | $ 0 | $ (78,502) | $ (78,502) | |
Balance at Jun. 30, 2016 | 78,766,636 | 393,833 | (285,405) | (139,840) | (31,412) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (78,502) | $ (48,500) |
Changes in assets and liabilities: | ||
Accounts payable | 15,483 | (3,350) |
Prepaid expenses | 0 | 4,661 |
Net Cash Used In Operating Activities | (63,019) | (47,189) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash received from Esio in Reverse Merger | 0 | 89,615 |
Net Cash Provided By (Used In) Investing Activities | 0 | 89,615 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 0 | 16,200 |
Proceeds from contributed capital | 0 | 100 |
Net Cash Provided By Financing Activities | 0 | 16,300 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (63,019) | 58,726 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 64,638 | 5,912 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,619 | 64,638 |
SUPPLEMENTAL DISCLOSURES: | ||
Net asset loss assumed in reverse merger | $ 0 | $ 4,237 |
BUSINESS, BASIS OF PRESENTATION
BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN | 12 Months Ended |
Jun. 30, 2016 | |
BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN: | |
BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN | NOTE 1 BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES; GOING CONCERN Business, Operations and Organization Esio Water & Beverage Development Corp. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Tempco, Inc. to Esio Water & Beverage Development Corp. Esio Water & Beverage Development Corp. and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (IMET) a Nevada Corporation are hereinafter collectively referred to as the Company. On March 16, 2015, the Company issued to the IMET 16 shareholders of record an aggregate of 60,000,000 shares, or 76.2% of the Companys common stock. Prior to the close of the reverse merger, IMET had 10,000,000 common shares outstanding immediately prior to the merger and net liabilities of $20,500. Prior to closing, the predecessor company had 18,566,636 shares outstanding and net assets of $85,378, of which $89,615 was cash and $4,237 was non-cash. As a result of the closing of this transaction, IMET is now a wholly owned subsidiary of the Company and its business and operations represent those of the Company For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of the Company with IMET considered the accounting acquirer, and the financial statements of the accounting acquirer become the financial statements of the registrant. This transaction is hereinafter referred to as the Reverse Merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 60,000,000 common shares issued to the shareholders of IMET in conjunction with the share exchange transaction have been presented as outstanding for all periods. On December 30, 2015, the Company filed Articles of Merger (the Merger) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the Subsidiary). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. UPD stands for United Product Development. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (IMET) a Nevada Corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. At times, cash in banks may be in excess of the FDIC limits. The Company has no cash equivalents. Management Estimates and Assumptions The preparation of the Companys consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. Fair Value of Financial Instruments The fair values of the Companys financial instruments include cash, accounts payable, accrued expenses and notes payable approximate their carrying amounts because of the short maturities of these instruments or because of restrictions. Net Income (Loss) Per Share The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, Earnings per Share (ASC 260-10). Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. For the fiscal years ended June 30, 2016 and 2015, the impact of outstanding stock equivalents was 10,258,245 and 11,518,245, respectively, which were excluded from the calculation of diluted EPS due to their anti-dilutive effect. Stock-Based Compensation FASB ASC 718 requires companies to measure all stock compensation awards using a fair value method and recognize the related compensation cost in its financial statements. The Company has adopted the provisions of FASB ASC 718 and expenses the fair value of employee stock options and similar awards in the financial statements. The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation Measurement Objective Fair Value at Grant Date The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company did not recognize any stock-based administrative compensation for common stock options issued to administrative personnel and consultants during the years ended June 30, 2016 and 2015, respectively. Also during the years ended June 30, 2016 and 2015, the Company did not pay stock based compensation consisting of common stock issued to non-employees. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution. At times, such balances may be in excess of any insured limits. Deferred Tax Assets In assessing the realization of deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely a valuation allowance is established. We adjust the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will not be realized. To date, we have fully reserved for our deferred tax assets based primarily on our history of recurring losses. Income Taxes In accordance with ASC 740 - Income Taxes The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30, 2016 and 2015. Recently Issued Accounting Pronouncements Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. Going Concern The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2016 | |
RELATED PARTY TRANSACTIONS: | |
RELATED PARTY TRANSACTIONS | NOTE 2 RELATED PARTY TRANSACTIONS During the fiscal year ended June 30, 2015, a shareholder contributed $100 to the Company to cover a deficit in the Companys checking account. For the fiscal year ended June 30, 2016, the President has provided the Company rent at no charge. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES | |
INCOME TAXES | NOTE 3 INCOME TAXES The income tax benefit differs from the amount computed by applying the federal income tax rate of 35% to net loss before income taxes. As of June 30, 2016 and 2015 deferred tax assets consist of the following: 2016 2015 Federal loss carryforwards $ 48,944 $ 21,468 State loss carryforwards Other 48,944 21,468 Less: valuation allowances (21,468 ) $ 48,944 $ As a result of the Reverse Merger, the Company's ability to utilize the net operating losses of the predecessor company is unlikely under the Internal Revenue Code. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. As of June 30, 2016 and 2015, the Company's likely Federal and State net operating loss carryforwards were $139,840 and $61,338, respectively. The Company provided a valuation allowance equal to the deferred income tax asset for the year ended June 30, 2016 and 2015 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The potential tax benefit arising from the loss carryforward will expire in 2035. Additionally, all annual tax returns have been filed. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2016 | |
STOCKHOLDERS' EQUITY: | |
STOCKHOLDERS' EQUITY | NOTE 4 STOCKHOLDERS EQUITY Authorized Shares At June 30, 2016, our authorized capital stock consists of 200,000,000 shares of Common Stock, par value of $.005, and 10,000,000 shares of Preferred Stock, par value $.01. At June 30, 2016 and 2015, there were 78,766,636 and 78,766,636 shares of Common Stock issued and outstanding, respectively, and no shares of Preferred Stock issued and outstanding. Common Stock At June 30, 2016, we had a total of 10,258,245 shares reserved for issuance pursuant to the 2,102,767 outstanding options and 8,155,478 outstanding warrants issued by the predecessor company. See Options and Warrants Preferred Stock The Companys Board of Directors has the authority to divide the preferred stock shares into series and to fix the voting powers, designation, preference, and relative participating, option or other special rights, and the qualifications, limitations, or restrictions of the shares of any series so established. The Company has issued no preferred stock shares as of June 30, 2016. Common Stock Issuances During the fiscal years ended June 30, 2016 and 2015, the Company recorded the issuance of shares of Common Stock as follows: (a) Effective as of July 1, 2014, the Company issued 36,600,000 shares of its Common Stock for cash of $6,200. (b) Effective as of February 2, 2015, the predecessor company issued 200,000 shares of Common Stock for cash of $10,000. (c) Effective as of March 16, 2015, as part of the Reverse Merger, 18,566,636 shares of Common Stock were retained by the shareholders of the predecessor company. Options and Warrants The Company did not issue any options or warrants during the years ended June 30, 2016 and 2015, respectively. As of March 16, 2015, the effective date of the Reverse Merger, the Company had 3,522,767 options outstanding pursuant to the predecessor companys 1999 Equity Compensation Plan, of which 1,420,000 options have expired, leaving 2,102,767 options outstanding. In addition, as of the effective date of the Reverse Merger, the Company had 8,155,478 warrants outstanding issued by the predecessor company. These warrants expire in 2017. See Options Granted by Predecessor Company Prior to Reverse Merger Warrants Granted by Predecessor Company Prior to Reverse Merger Options Granted by Predecessor Company Prior to Reverse Merger On July 13, 1999, the Board of Directors of the predecessor company authorized the 1999 Equity Compensation Plan (the Plan). The Plan allowed for the award of incentive stock options, non-statutory stock options or restricted stock awards to certain employees, directors, consultants and independent contractors. The predecessor company reserved an aggregate of 600,000 shares of common stock for distribution under the Plan. Incentive stock options granted under the Plan may be granted to employees only, and may not have an exercise price less than the fair market value of the common stock on the date of grant. Options may be exercised on a one-for-one basis, with a maximum term of ten years from the date of grant. Incentive stock options granted to employees generally vest annually over a four-year period. A summary of the activity of options under the plan and non-statutory options granted outside the plan follows: Weighted Number of Average Options Exercise Price Outstanding at June 30, 2014 3,522,767 $ 0.15 Granted Exercised Expired (160,000 ) 0.51 Forfeited Outstanding at June 30, 2015 3,362,767 $ 0.13 Granted Exercised Expired (1,260,000 ) 0.13 Forfeited Outstanding at June 30, 2016 2,102,767 $ 0.13 Additional information about outstanding options to purchase the Companys common stock as of June 30, 2016 is as follows: Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Number Remaining Average Aggregate Remaining Average Aggregate Exercise of Contractual Exercise Intrinsic Number of Contractual Exercise Intrinsic Price Shares Life (Years) Price Value Shares Life (Years) Price Value $0.25 750,000 0.03 $ 0.25 $ 750,000 0.03 $ 0.25 $ $0.13-$0.16 152,767 1.04 $ 0.15 $ 152,767 1.04 $ 0.15 $ $0.05 1,200,000 2.60 $ 0.05 $ 1,200,000 2.60 $ 0.05 $ 2,102,767 2,102,767 The 1,200,000 options were granted to directors on February 3, 2014 and are exercisable at $0.05 for 5 years. Warrants Granted by Predecessor Company Prior to Reverse Merger Prior to the Reverse Merger, the predecessor company issued 8,155,478 Warrants primarily in connections with financing arrangements and consulting services. Activity relative to these warrants for the year ended June 30, 2016 is as follows: Weighted Number of Average Shares Exercise Price Warrants outstanding - June 30, 2014 8,155,478 $ 0.75 Granted Expired Warrants outstanding - June 30, 2015 8,155,478 $ 0.75 Granted Expired Warrants outstanding June 30, 2016 8,155,478 $ 0.75 All the warrants outstanding as of June 30, 2016 are exercisable and expire in 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2016 | |
SUBSEQUENT EVENTS: | |
SUBSEQUENT EVENTS | NOTE 5 SUBSEQUENT EVENTS 1. On July 1, 2016 the Company sold 1,000,000 shares of its common stock at $0.025 per share in a private placement to raise additional working capital. 2. On September 1, 2016 through unanimous approval by its Board, the Company opened an escrow to initiate a proposed funding arrangement for future capital demands. This $65,000 escrow was funded by two private placements which have convertible notes associated with them. The notes are convertible on March 1, 2017 at $0.0125 per share. $15,000 of the $65,000 private placement was funded by the Companys President. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies: | |
Business, Operations and Organization | Business, Operations and Organization Esio Water & Beverage Development Corp. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently from Tempco, Inc. to Esio Water & Beverage Development Corp. Esio Water & Beverage Development Corp. and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (IMET) a Nevada Corporation are hereinafter collectively referred to as the Company. On March 16, 2015, the Company issued to the IMET 16 shareholders of record an aggregate of 60,000,000 shares, or 76.2% of the Companys common stock. Prior to the close of the reverse merger, IMET had 10,000,000 common shares outstanding immediately prior to the merger and net liabilities of $20,500. Prior to closing, the predecessor company had 18,566,636 shares outstanding and net assets of $85,378, of which $89,615 was cash and $4,237 was non-cash. As a result of the closing of this transaction, IMET is now a wholly owned subsidiary of the Company and its business and operations represent those of the Company For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of the Company with IMET considered the accounting acquirer, and the financial statements of the accounting acquirer become the financial statements of the registrant. This transaction is hereinafter referred to as the Reverse Merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 60,000,000 common shares issued to the shareholders of IMET in conjunction with the share exchange transaction have been presented as outstanding for all periods. On December 30, 2015, the Company filed Articles of Merger (the Merger) with the Nevada Secretary of State. The Merger was between the Company and our wholly-owned subsidiary, UPD Holding Corp. (the Subsidiary). Pursuant to Nevada corporate law, we amended our Articles of Incorporation by the Merger to change our name to UPD Holding Corp. We believe our new name more properly indicates our current lines of business because the Company has not been in the water and beverage industry since 2012. UPD stands for United Product Development. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Net Edge Devices, LLC, an Arizona Limited Liability Company, and iMetabolic Corp, (IMET) a Nevada Corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Reclassifications, Policy | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. At times, cash in banks may be in excess of the FDIC limits. The Company has no cash equivalents. |
Management Estimates and Assumptions | Management Estimates and Assumptions The preparation of the Companys consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair values of the Companys financial instruments include cash, accounts payable, accrued expenses and notes payable approximate their carrying amounts because of the short maturities of these instruments or because of restrictions. |
Net Income (Loss) Per Share, Policy | Net Income (Loss) Per Share The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, Earnings per Share (ASC 260-10). Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. For the fiscal years ended June 30, 2016 and 2015, the impact of outstanding stock equivalents was 10,258,245 and 11,518,245, respectively, which were excluded from the calculation of diluted EPS due to their anti-dilutive effect. |
Stock-Based Compensation | Stock-Based Compensation FASB ASC 718 requires companies to measure all stock compensation awards using a fair value method and recognize the related compensation cost in its financial statements. The Company has adopted the provisions of FASB ASC 718 and expenses the fair value of employee stock options and similar awards in the financial statements. The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation Measurement Objective Fair Value at Grant Date The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company did not recognize any stock-based administrative compensation for common stock options issued to administrative personnel and consultants during the years ended June 30, 2016 and 2015, respectively. Also during the years ended June 30, 2016 and 2015, the Company did not pay stock based compensation consisting of common stock issued to non-employees. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution. At times, such balances may be in excess of any insured limits. |
Deferred Tax Assets. | Deferred Tax Assets In assessing the realization of deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely a valuation allowance is established. We adjust the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will not be realized. To date, we have fully reserved for our deferred tax assets based primarily on our history of recurring losses. |
Income Taxes, Policy | Income Taxes In accordance with ASC 740 - Income Taxes The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30, 2016 and 2015. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
Going Concern | Going Concern The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SCHEDULE OF INCOME TAXES (Table
SCHEDULE OF INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
SCHEDULE OF INCOME TAXES (Tables): | |
Schedule of Deferred Tax Assets and Liabilities | The income tax benefit differs from the amount computed by applying the federal income tax rate of 35% to net loss before income taxes. As of June 30, 2016 and 2015 deferred tax assets consist of the following: 2016 2015 Federal loss carryforwards $ 48,944 $ 21,468 State loss carryforwards Other 48,944 21,468 Less: valuation allowances (21,468 ) $ 48,944 $ |
SCHEDULE OF EQUITY (Tables)
SCHEDULE OF EQUITY (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
SCHEDULE OF EQUITY: | |
A summary of the activity of options | A summary of the activity of options under the plan and non-statutory options granted outside the plan follows: Weighted Number of Average Options Exercise Price Outstanding at June 30, 2014 3,522,767 $ 0.15 Granted Exercised Expired (160,000 ) 0.51 Forfeited Outstanding at June 30, 2015 3,362,767 $ 0.13 Granted Exercised Expired (1,260,000 ) 0.13 Forfeited Outstanding at June 30, 2016 2,102,767 $ 0.13 |
Additional information about outstanding options to purchase the Company's common stock | Additional information about outstanding options to purchase the Companys common stock as of June 30, 2016 is as follows: Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Number Remaining Average Aggregate Remaining Average Aggregate Exercise of Contractual Exercise Intrinsic Number of Contractual Exercise Intrinsic Price Shares Life (Years) Price Value Shares Life (Years) Price Value $0.25 750,000 0.03 $ 0.25 $ 750,000 0.03 $ 0.25 $ $0.13-$0.16 152,767 1.04 $ 0.15 $ 152,767 1.04 $ 0.15 $ $0.05 1,200,000 2.60 $ 0.05 $ 1,200,000 2.60 $ 0.05 $ 2,102,767 2,102,767 The 1,200,000 options were granted to directors on February 3, 2014 and are exercisable at $0.05 for 5 years. |
Warrants Granted by Predecessor Company Prior to Reverse Merger | Warrants Granted by Predecessor Company Prior to Reverse Merger Prior to the Reverse Merger, the predecessor company issued 8,155,478 Warrants primarily in connections with financing arrangements and consulting services. Activity relative to these warrants for the year ended June 30, 2016 is as follows: Weighted Number of Average Shares Exercise Price Warrants outstanding - June 30, 2014 8,155,478 $ 0.75 Granted Expired Warrants outstanding - June 30, 2015 8,155,478 $ 0.75 Granted Expired Warrants outstanding June 30, 2016 8,155,478 $ 0.75 All the warrants outstanding as of June 30, 2016 are exercisable and expire in 2017. |
Basis of Presentation (Details)
Basis of Presentation (Details) | Mar. 16, 2015USD ($)shares |
Basis of Presentation Details | |
Issued shares of common stock to IMET shareholders | shares | 60,000,000 |
IMET shareholders (Number) | 16 |
Issued shares to IMET (in percent) | 76.20% |
IMET had common shares outstanding immediately prior to the merger | shares | 10,000,000 |
Net liabilities | $ | $ 20,500 |
Prior to closing outstanding shares | shares | 18,566,636 |
Net assets | $ | $ 85,378 |
Cash | $ | 89,615 |
Non-cash | $ | $ 4,237 |
Common shares issued to the shareholders of IMET presented as outstanding for all periods | shares | 60,000,000 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net Income (Loss) Per Share Details | ||
Outstanding stock equivalents | 10,258,245 | 11,518,245 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transactions Details | ||
Shareholder contributed to the Company to cover a deficit | $ 100 | |
President provided the Company rent at charge | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2016 | |
Income Taxes Narrative Details | |
Federal income tax rate | 35.00% |
Deferred Tax Assets (Details)
Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred Tax Assets Details: | ||
Federal loss carryforwards | $ 48,944 | $ 21,468 |
State loss carryforwards | 0 | 0 |
Other | 0 | 0 |
Gross Deferred Tax Assets | 48,944 | 21,468 |
Less: valuation allowances | 0 | (21,468) |
Net Deferred Tax Assets | 48,944 | 0 |
Federal net operating loss carryforwards | 139,840 | 139,840 |
State net operating loss carryforwards | $ 61,338 | $ 61,338 |
Equity Transactions (Details)
Equity Transactions (Details) - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 |
Equity Transactions Details | ||
Authorized capital stock consists of shares of Common Stock | 200,000,000 | |
Authorized capital stock consists of shares of Common Stock par value | $ 0.005 | |
Authorized capital stock consists of shares of Preferred Stock | 10,000,000 | |
Authorized capital stock consists of shares of Preferred Stock par value | $ 0.01 | |
Shares of Common Stock issued and outstanding | 78,766,636 | 78,766,636 |
Shares of Preferred Stock issued and outstanding | 0 | 0 |
Total shares reserved for issuance pursuant to the options and warrants issued by the predecessor company | 10,258,245 | |
Outstanding options issued by the predecessor company | 2,102,767 | |
Outstanding warrants issued by the predecessor company | 8,155,478 |
Common Stock transactions (Deta
Common Stock transactions (Details) - USD ($) | Mar. 16, 2015 | Feb. 02, 2015 | Jul. 02, 2014 |
Common Stock transactions | |||
Company issued Shares of common stock for cash | 36,600,000 | ||
Company received Proceeds from issue of common stock | $ 6,200 | ||
Shares of common stock for cash issued by Predecessor company | 200,000 | ||
Proceeds of common stock for cash issued by Predecessor company | 10,000 | ||
Shares of Common Stock retained by the shareholders of the predecessor company as part of the Reverse Merger | 18,566,636 |
Options and Warrants (Details)
Options and Warrants (Details) - shares | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 16, 2015 | |
Options and Warrants | |||
Options or warrants issued by the company during the period | 0 | 0 | |
Company had options outstanding pursuant to the predecessor company's 1999 Equity Compensation Plan on the date of reverse merger | 3,522,767 | ||
Options expired under predecessor company's 1999 Equity Compensation Plan as of the end of the period | 1,420,000 | ||
Options outstanding under predecessor company's 1999 Equity Compensation Plan as of the end of the period | 2,102,767 | ||
Company had warrants outstanding issued by the predecessor company on the date of reverse merger | 8,155,478 | ||
Predecessor company reserved an aggregate shares of common stock for distribution | 600,000 |
Summary of the activity of opti
Summary of the activity of options under the plan (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Number of Options | |||
Outstanding Options | 3,522,767 | ||
Granted Options | 0 | 0 | |
Exercised Options | 0 | 0 | |
Expired Options | (1,260,000) | (160,000) | |
Forfeited Options | 0 | 0 | |
Outstanding Options | 2,102,767 | 3,362,767 | |
Weighted Average Exercise Price | |||
Outstanding Options | $ 0.15 | ||
Expired Options | $ 0.13 | $ 0.51 | |
Outstanding Options | $ 0.13 | $ 0.13 |
Outstanding And Exercisable Opt
Outstanding And Exercisable Options (Details) | 12 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Options Outstanding Number of Shares | |
Outstanding Options with Exercise Price 0.25 (Shares) | 750,000 |
Outstanding Options with Exercise Price 0.13 to 0.16 (Shares) | 152,767 |
Outstanding Options with Exercise Price 0.05 (Shares) | 1,200,000 |
Total Outstanding Options (Shares) | 2,102,767 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | |
Outstanding Options with Exercise Price 0.25 (Years) | 0.03 |
Outstanding Options with Exercise Price 0.13 to 0.16 (Years) | 1.04 |
Outstanding Options with Exercise Price 0.05 (Years) | 2.60 |
Options Outstanding Weighted Average Exercise Price | |
Outstanding Options with Exercise Price | $ / shares | $ 0.25 |
Outstanding Options with Exercise Price | $ / shares | 0.15 |
Outstanding Options with Exercise Price | $ / shares | $ 0.05 |
Options Outstanding Aggregate Intrinsic Value | |
Outstanding Options with Exercise Price 0.25 | $ | $ 0 |
Outstanding Options with Exercise Price 0.13 to 0.16 | $ | 0 |
Outstanding Options with Exercise Price 0.05 | $ | $ 0 |
Options Exercisable Number of Shares | |
Exercisable Options with Exercise Price 0.25 (Shares) | 750,000 |
Exercisable Options with Exercise Price 0.13 to 0.16 (Shares) | 152,767 |
Exercisable Options with Exercise Price 0.05 (Shares) | 1,200,000 |
Total Exercisable Options (Shares) | 2,102,767 |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | |
Exercisable Options with Exercise Price 0.25 (Years) | 0.03 |
Exercisable Options with Exercise Price 0.13 to 0.16 (Years) | 1.04 |
Exercisable Options with Exercise Price 0.05 (Years) | 2.60 |
Options Exercisable Weighted Average Exercise Price (Years) | |
Exercisable Options with Exercise Price | $ / shares | $ 0.25 |
Exercisable Options with Exercise Price | $ / shares | 0.15 |
Exercisable Options with Exercise Price | $ / shares | $ 0.05 |
Options Exercisable Aggregate Intrinsic Value | |
Exercisable Options with Exercise Price 0.25 | $ | $ 0 |
Exercisable Options with Exercise Price 0.13 to 0.16 | $ | 0 |
Exercisable Options with Exercise Price 0.05 | $ | $ 0 |
Warrants Granted by Predecessor
Warrants Granted by Predecessor Company Prior to Reverse Merger (Details) | 12 Months Ended |
Jun. 30, 2016shares | |
Warrants Granted by Predecessor Company Prior to Reverse Merger {1} | |
Predecessor company issued Warrants Prior to the Reverse Merger | 8,155,478 |
Warrants Outstanding (Details)
Warrants Outstanding (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Number of Shares | |||
Warrants outstanding | 8,155,478 | ||
Warrants Granted | 0 | 0 | |
Warrants Expired | 0 | 0 | |
Warrants outstanding | 8,155,478 | 8,155,478 | |
Weighted Average Exercise Price | |||
Warrants outstanding | $ 0.75 | ||
Warrants outstanding | $ 0.75 | ||
Warrants outstanding | $ 0.75 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 01, 2016 | Jul. 01, 2016 |
Subsequent Events Details | ||
Shares of common stock sold in a private placement | 1,000,000 | |
Shares of common stock sold in a private placement, per share | $ 0.025 | |
Amount of escrow was funded by two private placements | $ 65,000 | |
Notes convertible at price per share | $ 0.0125 | |
Amount of $65,000 private placement funded by Company's president | $ 15,000 |