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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nano Mobile Healthcare Inc (PK) | USOTC:VNTH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0003 | 0.0002 | 0.0003 | 0.0003 | 0.0002 | 0.0003 | 656,499 | 19:54:39 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended December 31, 2015 | |
[ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to__________ | |
Commission File Number: 000-55155 |
Nano Mobile Healthcare, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 93-0659770 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
3 Columbus Circle, 15th Floor New York, NY 10019 |
(Address of principal executive offices) |
917-745-7202 |
(Registrant’s telephone number) |
___________________________ |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer | [ ] Accelerated filer |
[ ] Non-accelerated filer | [X] Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 398,755,933 shares of common stock as of January 25, 2016
Explanatory Note
The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2015, filed with the Securities and Exchange Commission on February 22, 2016 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
2 |
Item 6. Exhibits
Exhibit Number | Description of Exhibit |
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101** | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 formatted in Extensible Business Reporting Language (XBRL). |
**Provided herewith
3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Nano Mobile Healthcare, Inc. | |
Date: | February 23, 2016 |
By: |
/s/ Joseph C. Peters |
Joseph C. Peters | |
Title: | Chief Executive Officer |
4 |
CERTIFICATIONS
I, Joseph C. Peters, certify that;
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2015 of Nano Mobile Healthcare, Inc. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 23, 2016
/s/ Joseph C. Peters
By: Joseph C. Peters
Title: Chief Executive Officer
CERTIFICATIONS
I, Joseph C. Peters, certify that;
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended December 31, 2015 of Nano Mobile Healthcare, Inc. (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 23, 2016
/s/ Joseph C. Peters
By: Joseph C. Peters
Title: Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly Report of Nano Mobile Healthcare, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2015 filed with the Securities and Exchange Commission (the “Report”), I, Joseph C. Peters, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. |
By: | /s/ Joseph C. Peters |
Name: | Joseph C. Peters |
Title: | Principal Executive Officer, Principal Financial Officer and Director |
Date: | February 23, 2016 |
This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Feb. 22, 2016 |
|
Entity Registrant Name | Nano Mobile Healthcare, Inc. | |
Entity Central Index Key | 0001497130 | |
Document Type | 10-Q/A | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --06-30 | |
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 | 435,712,455 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2016 | |
Amendment Description | Attaching XBRL to filing |
Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Jun. 30, 2014 |
---|---|---|---|---|
Statement of Financial Position [Abstract] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred stock, shares issued | 23,473,368 | 23,473,368 | 0 | |
Preferred stock, shares outstanding | 23,473,368 | 23,473,368 | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 |
Common stock, shares issued | 370,255,933 | 184,111,144 | 227,720,396 | 227,720,396 |
Common stock, shares outstanding | 370,255,933 | 184,111,144 | 227,720,396 | 227,720,396 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Operating expenses | ||||
Professional fees | $ 19,191 | $ 57,320 | $ 62,746 | $ 194,840 |
General and administrative expenses | $ 53,439 | 159,737 | 155,692 | 321,845 |
Officer and director compensation | 15,937 | 36,097 | 42,118 | |
Consulting | $ 332,556 | 612,931 | $ 294,116 | 580,701 |
Royalty expenses | 75,000 | |||
Total operating expenses | $ 405,186 | 552,110 | $ 867,466 | 1,239,504 |
Loss from operations | (405,186) | (552,110) | (867,466) | (1,239,504) |
Other income (expense) | ||||
Interest income (expense) | (502,727) | (238,496) | (1,060,374) | (246,449) |
Gain (loss) on derivative | $ (4,187,019) | 88,362 | (2,759,830) | 255,875 |
Unrealized loss on investment | (5,800) | 0 | (14,000) | |
Total other income (expense) | $ (4,689,746) | (155,934) | (3,820,204) | (10,374) |
Net loss | $ (5,094,932) | $ (708,044) | $ (4,687,670) | $ (1,249,878) |
Net loss per common share: basic and diluted | $ (0.01) | $ (0.00) | $ (0.02) | $ (0.01) |
weighted average common shares outstanding: basic abd diluted | 319,500,994 | 195,497,415 | 261,536,471 | 192,985,925 |
Basis of Presentation and Going Concern |
6 Months Ended |
---|---|
Dec. 31, 2015 | |
Basis Of Presentation And Going Concern | |
Basis of Presentation and Going Concern | NOTE 1 BASIS OF PRESENTATION AND GOING CONCERN
Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
Going concern 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. The Company has incurred cumulative net losses of $11,662,336 since its inception and requires capital for its contemplated operational and marketing activities to take place. The ability of Nano Mobile Healthcare, Inc to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Managements plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. The ability to successfully resolve these factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. |
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for December 31, 2015:
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for June 30, 2015:
Investment Securities The Company has elected to account for its investments in securities at fair value under the fair value option provisions of FASB ASC 825, Financial Instruments (FASB ASC 825). The primary reason for electing the fair value option when it first became available in 2008, was to reduce the burden of monitoring the differences between the cost and the fair value of the Companys investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment. In addition, the election was made for certain investments that were previously required to be accounted for under the equity method because their fair value measurements were readily obtainable.
Such financial assets accounted for at fair value include in general, securities that would otherwise qualify for available for sale treatment.
The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of securities available for sale, at fair value in the consolidated balance sheets. The Company recognized net losses of $0 and $14,000 related to changes in fair value of investments that are included as a component of other investments, at fair value during the three and six months ended December 31, 2015 and 2014, respectively. |
Prepaid Expenses |
6 Months Ended |
---|---|
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | NOTE 3 PREPAID EXPENSES
During the six months ended December 31, 2015, the Company prepaid interest of $57,375 on convertible notes. As of December 31, 2015 and June 30, 2015, the balance that remained capitalized as prepaid expenses was $32,214 and $41,637, respectively. |
Securities Available for Sale |
6 Months Ended |
---|---|
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Securities Available for Sale | NOTE 4 SECURITIES AVAILABLE FOR SALE
On January 16, 2014, the Company acquired 2,000,000 restricted common shares of a publicly traded company. The investment was acquired at market value of $0.03 per share, and is held for future trade. The value of the investment will be adjusted quarterly to reflect the change in market value of the holding. The investment does not represent a controlling interest in the publicly traded company. The company has elected the fair value option under ASC 825 allowing gains and losses to be recorded in earnings each period. From receipt of the shares on January 16, 2014 through December 31, 2015 the securities were reduced in value from $60,000 to $400 due to a change in the publicly traded companys stock price. These securities are measured under level 1 of ASC 820.
The Company reported an unrealized loss on investment of $0 and $14,000 during the three and six months ending December 31, 2015 and 2014, respectively. |
Related Party Transactions |
6 Months Ended |
---|---|
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 RELATED PARTY TRANSACTIONS
During the six months ended December 31, 2015 and 2014, the Company received cash advances from its majority shareholder in the amount of $667,075 and 587,139, of which $514,331 and $125,455 was repaid during the same period. As of December 31, 2015 and June 30, 2014 there was a balance due to the shareholder of $533,194 and $400,450, respectively. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand. |
Loans Payable |
6 Months Ended |
---|---|
Dec. 31, 2015 | |
Loans Payable [Abstract] | |
Loans Payable |
On July 1, 2015, the Company issued a promissory note in the amount of $22,500 for $15,000 cash. The note was due on July 1, 2016 and bears interest at 15% per annum. During the six month period ended December 31, 2015, the Company has repaid the entire note balance.
On September 1, 2015, the Company issued a promissory note in the amount of $26,233 for $17,500 cash. The note was due on August 31, 2016 and bears interest at 15% per annum. During the six month period ended December 31, 2015, the Company has repaid the entire balance. |
Convertible Note Payable |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable | NOTE 7 - CONVERTIBLE NOTE PAYABLE
On April 18, 2014, the Company issued a convertible promissory note in which the Company will be taking tranche payments on pre-defined dates, the total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional expense fee of $5,000. Therefore, the funds available to the Company will be $650,000 and the liability (net of interest) will be $750,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares of the Companys common stock. Each portion of the loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date.
During the year ended June 30, 2015, the Company received six additional tranche disbursements of $50,000 on July 15, 2014, $100,000 on September 30, 2014, $50,000 on November 3, 2014, $50,000 on December 1, 2014, $50,000 on December 29, 2014, and $50,000 on February 2, 2015.
On July 20, 2015, the Company entered into a settlement agreement with the holder of the convertible note. Under the agreement the note holder agreed not to seek to enforce its rights or remedies under the Note in relation to the notice of conversion issued to convert a balance of the note amounting to $57,933; to not to exercise its rights of conversion pursuant to the Note, and if an event of default occurs, the Holder agrees not to sell any shares of common stock of the Company having an aggregate conversion value of $30,000 or more per week until such time as it has sold all of the Companys common stock that it owns. Under the agreement the Company agreed to a penalty in relation to the issuance of a note in the amount of $95,000; to release the holder from its obligation to advance additional funds to the Company; and to pay or refinance the amount due under the note plus accrued interest in four installment payments due on July 20, 2015, August 10, 2015, September 14, 2015 and October 12, 2015. In accordance with the agreement, the Company made the payments due on July 20, 2015 and August 10, 2015.
In respect of prepayment penalties payable to the Holder pursuant to the Note, the Company agreed to issue to the Holder additional convertible promissory notes with each having the same form, terms, and conditions as the original note. The value of the notes, which are due by each installment payment date, are equal to 30% of the payment delivered. During the three months ended September 30, 2015, the Company issued two notes related to the prepayment penalties of the installments due on July 20, 2015 and August 10, 2015 of $35,399 and $35,610, respectively.
After the payment was made on August 10, 2015, the Company and the note holder agreed to forgo the final two payments, cancel the settlements agreement, and therefore allow the noteholder to convert the notes as agreed to in the original note agreement. During the three months ended September 30, 2015, the Company converted $5,000 of the penalty note issued on July 20, 2015 into 5,000,000 shares of common stock.
The following details the disbursements as of December 31, 2015:
During the six months ended December 31, 2015 and 2014, $14,918 and $5,078 of the debt discount related to the outstanding tranches was amortized, respectively.
The Notes are shown net of an unamortized original issue discount of $6,618 as of December 31, 2015.
The Company analyzed the conversion options embedded in the Convertible Promissory Notes for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that seven tranches received on November 3, 2014, December 1, 2014, December 29, 2014, February 2, 2015, July 14, 2015, July 20, 2015, and August 20, 2015 were convertible during the quarter ended September 30, 2015.
In accordance with the terms of the Note, the holder fully converted the tranche issued on April 21, 2014 during the year ended June 30, 2015 for 3,711,969 shares of common stock for principal and accrued interest of $116,943. The Company recorded a debt discount in the amount of $110,776 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $192,038 and an initial loss of $81,262 based on the Black Scholes Merton pricing model.
On October 21, 2014, the Note issued on May 6, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $95,215 and an initial loss of $39,831 based on the Black Scholes Merton pricing model.
In accordance with the terms of the Note, the holder fully converted the tranche during the year ended June 30, 2015 for 4,943,581 shares of common stock for principal and interest of $59,827.
On December 8, 2014, the Note issued on June 11, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $90,678 and initial loss on derivative liability of $35,294 based on the Black Scholes Merton pricing model.
During the quarter ended September 30, 2015, the note was assigned to another lender. As of December 31, 2015, $55,384 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 December 31, 2015 and June 30, 2015 was $0 and $91,995, respectively resulting in a gain on the change in fair value of the derivative of $91,995 during the six months ended December 31, 2015.
On January 12, 2015, the Note issued on July 16, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $91,094 and initial loss on derivative liability of $35,710 based on the Black Scholes Merton pricing model.
During the six months ended December 31, 2015, the note was assigned to another lender. As of December 31, 2015, $55,384 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $0 and $96,644 resulting in a gain on the change in fair value of the derivative of $96,644.
On March 29, 2015, the Note issued on September 30, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $110,768 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $182,755 and initial loss on derivative liability of $71,987 based on the Black Scholes Merton pricing model.
In accordance with the terms of the Note, the holder converted $16,221of the note balance during the six month ended December 31, 2015 into 33,754,806 shares of common stock. The value of the share on the date of conversion was $34,753.
As of December 31, 2015, $62,419 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 is $306,746 and $213,077 resulting in a gain on the change in fair value of the derivative of $158,744. The Note is shown net of a derivative debt discount of $20,280 at December 31, 2015.
On May 2, 2015, the Note issued on November 3, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $94,120 and initial loss on derivative liability of $38,736 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $30,776 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $190,768 and $109,960, respectively resulting in a loss on the change in fair value of the derivative of $80,808. The Note is shown net of a derivative debt discount of $15,704 at December 31, 2015.
On May 30, 2015, the Note issued on December 1, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $95,257 and initial loss on derivative liability of $39,873 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $29,631 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $198,292 and $115,438 resulting in a loss on the change in fair value of the derivative of $82,854 during the six months ended December 31, 2015. The Note is shown net of a derivative debt discount of $21,087 at December 31, 2015.
On June 29, 2015, the Note issued on December 29, 2014 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $102,520 and initial loss on derivative liability of $47,136 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $27,914 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $203,347 and $116,072, respectively resulting in a loss on the change in fair value of the derivative of $87,275 during the six months ended December 31, 2015. The Note is shown net of a derivative debt discount of $27,018 at December 31, 2015.
On August 1, 2015, the Note issued on February 2, 2015 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $55,384 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $93,642 and initial loss on derivative liability of $38,258 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $22,938 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $202,585 and $0, respectively resulting in a loss on the change in fair value of the derivative of $147,201 during the six months ended December 31, 2015. The Note is shown net of a derivative debt discount of $32,446 at December 31, 2015.
On July 20, 2015, the Note issued on July 20, 2015 became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $95,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $119,837 and initial loss on derivative liability of $24,837 based on the Black Scholes Merton pricing model.
In accordance with the terms of the Note, the holder partially converted the note during the six months ended December 31, 2015 for 24,000,000 shares of common stock for principal of $16,500. The fair value of at the date of conversion of $33,003 was written off to additional paid in capital.
As of December 31, 2015, $88,838 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $45,284 and $0, respectively resulting in a gain on the change in fair value of the derivative of $74,553 during the six months ended December 31, 2015. The Note is shown net of a derivative debt discount of $6,162 at December 31, 2015.
On October 1, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue discount of $12,500, and prepaid interest of $7,500. The note was due on March 30, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the year ended June 30, 2015, $12,500 of the debt discount was been amortized. The note matured on March 30, 2015.
The Company elected to prepay the entire terms interest of $7,500. This payment was capitalized as a prepaid asset and has been amortized over the term of the note. The interest expense related to this loan was $0 for the quarter ending December 31, 2015 and 2014.
On March 30, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $70,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $70,014 and initial loss of $14 based on the Black Scholes Merton pricing model.
As of June 30, 2015, $70,000 of the debt discount has been amortized. The fair value of the derivative liability at June 30, 2015 is $20,632.
As of December 31, 2015 and June 30, 2015, the holder of the note exercised his right to convert $14,000 and $56,000 of the note balance into 2,222,222 and 3,188,125 shares of common stock, respectively. The fair value of the derivative liability related to the converted debt as of December 31, 2015 and June 30, 2015 was $13,784 and $79,464, respectively.
On November 17, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000, which consisted of cash proceeds of $50,000, a debt discount of $12,500 and prepaid interest of $7,500. The note is due on November 14, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of September 30, 2015, $10,946 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $1,554 at September 30, 2015.
The Company elected to prepay the entire terms interest of $7,500. This payment was capitalized as a prepaid asset and has been amortized over the term of the note. The interest expense related to this loan was $1,885 and $0 for the quarter ending December 31, 2015 and 2014. As of December 31, 2015 and June 30, 2015 the remaining prepaid interest balance was $353 and $2,838, respectively.
On May 16, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $70,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $93,179 and initial loss of $23,179 based on the Black Scholes Merton pricing model.
As of December 31, 2015, the holder of the note exercised his right to convert $14,950 of the note balance into 26,045,455 shares of common stock, respectively. The fair value of the derivative liability related to the converted debt as of December 31, 2015 was $21,145.
As of December 31, 2015 and June 30, 2015, the holder of the note exercised his right to convert $20,000 and $35,000 of the note balance into 8,695,652 and 4,404,515 shares of common stock. The fair value of the derivative liability related to the converted debt at December 31, 2015 and June 30, 2015 was $57,121 and $54,324, respectively.
As of December 31, 2015, $52,692 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $76,217 and $56,108, respectively resulting in a loss on the change in fair value of the derivative of $20,109. The Note is shown net of a derivative discount of $0 at December 31, 2015.
On December 23, 2014, the Company issued a short-term convertible promissory note in the amount of $70,000, which consisted of cash proceeds of $50,000, a debt discount of $12,500 and prepaid interest of $7,500. The note is due on December 18, 2015 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the year ended June 30, 2015, $6,562 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $2,743 at September 30, 2015.
The Company elected to prepay the entire terms interest of $7,500. This payment was capitalized as a prepaid asset and has been amortized over the term of the note. The interest expense related to this loan was $1,896 and $0 for the year ending September 30, 2015 and 2014. As of September 30, 2015, the remaining prepaid interest balance was $782
On June 21, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $70,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $104,711 and initial loss of $34,711 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $70,000 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $190,068 and $116,694 resulting in a loss on the change in fair value of the derivative of $73,374. The Note is shown net of a derivative discount of $0 at December 31, 2015.
On January 13, 2015, the Company issued a short-term convertible promissory note in the amount of $74,000. The note is due on October 15, 2015 and bears interest at 8% per annum. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three quoted prices for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date.
On July 12, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $74,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $59,654 based on the Black Scholes Merton pricing model.
As of September 30, 2015, the holder of the note exercised his right to convert $76,960 of the note balance and accrued interest into 15,175,261 shares of common stock. The fair value of the derivative liability related to the converted debt at the date of conversion was $124,660.
On January 26, 2015, the Company issued a convertible promissory note in which the Company will be taking tranche payments based on amounts determined by the note holder for total payments of not more than $250,000. There is an original discount component of $25,000. Therefore, the funds available to the Company will be $225,000 and the liability (net of interest) will be $250,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 12% per annum. The loan is secured by shares of the Companys common stock. Each portion of the loan becomes convertible immediately upon issuance. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of the lesser of $0.045 per share or 60% multiplied by the market price per share, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the period ended June 30, 2015, the Company has received two tranche disbursements of $75,000 on January 26, 2015 and 25,000 on April 28, 2015.
As of December 31, 2015, $38,679 of the debt discount has been amortized. The Notes are shown net of an unamortized debt discount of $51,431 at December 31, 2015.
On January 26, 2015, the first tranche became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $82,500 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $135,740 and initial loss on derivative liabilities of $53,240 based on the Black Scholes Merton pricing model.
As of December 31, 2015, the holder of the note exercised his right to convert $57,975 of the note balance into 59,183,000 shares of common stock. The fair value of the derivative liability related to the converted debt at December 31, 2015 was $151,708.
As of December 31, 2015, $30,177 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $93,235 and $152,892 resulting in a loss on the change in fair value of the derivative of $76,083. The Note is shown net of a derivative discount of $34,806 at December 31, 2015.
On April 28, 2015, the second tranche became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $27,500 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $44,209 and initial loss on derivative liabilities of $16,709 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $8,502 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $106,534 and $54,756, respectively resulting in a loss on the change in fair value of the derivative of $41,778. The Note is shown net of a debt discount of $16,625 at December 31, 2015.
On April 15, 2015, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue discount of $9,500, and prepaid interest of $10,500. The note is due on April 15, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of the quarter ended September 30, 2015, $4,361 of the debt discount has been amortized and the note is shown net $5,139 in unamortized debt discount.
On October 12, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $60,500 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $248,055 and an initial loss on derivative liabilities of $187,555 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $26,022 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $286,113 and $0, respectively resulting in a loss on the change in fair value of the derivative of $98,558. The Note is shown net of a debt discount of $34,478 at December 31, 2015.
On May 20, 2015, the Company issued a convertible promissory note in the amount of $43,000 for $43,000 cash. The note is due on February 22, 2016 and bears interest at 8% per annum. The loan becomes convertible 180 days after date of the note. The loan can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) quoted price for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. As of September 30, 2015, the note has not become convertible.
On November 16, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $43,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $52,875 and an initial loss on derivative liabilities of $9,875 based on the Black Scholes Merton pricing model.
As of December 31, 2015, the holder of the note exercised his right to convert $5,625 of the note balance into 17,045,455 shares of common stock. The fair value of the derivative liability related to the converted debt as of December 31, 2015 was $8,910.
As of December 31, 2015, $19,745 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $144,435 and $0, respectively resulting in a loss on the change in fair value of the derivative of $91,560. The Note is shown net of a debt discount of 23,255 at December 31, 2015.
On June 7, 2015, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue discount of $9,500, and prepaid interest of $10,500. The note is due on June 8, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of December 31, 2015, $5,358 of the debt discount has been amortized and the note is shown net $4,142 in unamortized debt discount.
On December 4, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $60,500 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $121,252 and an initial loss on derivative liabilities of $60,752 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $8,735 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $305,445 and $0, respectively resulting in a loss on the change in fair value of the derivative of $184,193. The Note is shown net of a debt discount of 51,765 at December 31, 2015.
On June 19, 2015, the Company issued a short-term convertible promissory note in the amount of $37,500 for $25,000 cash, an original issue discount of $6,875, and prepaid interest of $5,625. The note is due on June 19, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. As of December 31, 2015, $3,663 of the debt discount has been amortized and the note is shown net $3,212 in unamortized debt discount.
On December 16, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $30,625 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $122,955 and an initial loss on derivative liabilities of $92,330 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $2,470 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $166,587 and $0, respectively resulting in a loss on the change in fair value of the derivative of $43,632. The Note is shown net of a debt discount of 28,155 at December 31, 2015.
On June 28, 2015, the Company issued a convertible promissory note in the amount of $150,000 for $100,000 cash, an original issue discount of $50,000. The note is due on December 28, 2016 and bears interest at 15% per annum. The loan becomes convertible 180 days after date of the note. The loan can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day to the conversion date. As of December 31, 2015, $16,940 of the debt discount has been amortized and the note is shown net $33,060 in unamortized debt discount.
On December 25, 2015, the Note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $100,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $624,135 and an initial loss on derivative liabilities of $524,135 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $1,626 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 was $685,878 and $0, respectively resulting in a loss on the change in fair value of the derivative of $61,743. The Note is shown net of a debt discount of $98,374 at December 31, 2015.
On June 29, 2015, the Company issued a convertible promissory note in which the Company will be taking tranche payments based on amounts determined by the note holder for total payments of not more than $100,000. There is an original discount component of $10,000. Therefore, the funds available to the Company will be $90,000 and the liability (net of interest) will be $100,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 15% per annum. Each portion of the loan becomes convertible immediately upon issuance. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of the lesser of $0.02 per share or 50% multiplied by the market price per share, which is the lowest quoted price for the common stock during the 25 trading days immediately preceding the conversion date. During the period ended June 30, 2015, the Company has received one tranche disbursements of $30,000 on June 29, 2015.
As of December 31, 2015, $760 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $2,240 at December 31, 2015.
On June 29, 2015, the first trance became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $33,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $67,818 and initial loss on derivative liabilities of $34,818 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $8,340 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 and June 30, 2015 is $154,753 and $79,497, respectively resulting in a loss on the change in fair value of the derivative of $75,256 The Note is shown net of a derivative debt discount of $24,615 at December 31, 2015.
On July 7, 2015, the Company issued a convertible promissory note in the amount of $40,000 for $38,000 cash. The note is due on June 30, 2016 and bears interest at 8% per annum. The loan is secured by shares of the Companys common stock. The loan becomes convertible as of the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 60% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the six months ended December 31, 2015, $986 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $1,014 at December 31, 2015.
On July 7, 2015, the note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $40,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $60,307 and initial loss on derivative liabilities of $20,307 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $19,721 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015, was $121,109 resulting in a loss on the change in fair value of the derivative of $60,802. The Note is shown net of a derivative discount of $20,279 at December 31, 2015.
On July 24, 2015, the Company issued a convertible promissory note in the amount of $56,250 for $50,000 cash. The note is due on April 24, 2016 and bears interest at 10% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible as of the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. The Note is shown net of an unamortized debt discount of $4,705at September 30, 2015.
On July 24, 2015, the note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $56,250 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $101,339 and initial loss on derivative liabilities of $45,089 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $32,727 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015, was $235,493 resulting in a loss on the change in fair value of the derivative of $134,154. The Note is shown net of a derivative discount of $23,523 at December 31, 2015.
On August 3, 2015, the Company issued a convertible promissory note in the amount of $75,000 for $50,000 cash, an original issue discount of $13,750 and prepaid interest of $11,250. The note is due on January 29, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the six months ended December 31, 2015, $13,750 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $0 at December 31, 2015. As of December 31, 2015, the note has not become convertible.
On August 5, 2015, the Company issued a convertible promissory note in the amount of $37,500 for $25,000 cash, an original issue discount of $6,875 and prepaid interest of $5,625. The note is due on January 29, 2017 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the six months ended December 31, 2015, $1,874 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $5,001 at December 31, 2015. As of December 31, 2015, the note has not become convertible.
On August 12, 2015, the Company issued a convertible promissory note in the amount of $50,000 for $44,000 cash, an original issue discount of $6,000. The note is due on February 12, 2016 and bears interest at 12% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible as of the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lesser of lowest quoted price for the common stock during the previous 20 trading day period ending on the conversion date and the lowest trading price on the 30th trading day after the funding of the note. During the six months ended December 31, 2015, $4,598 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $1,402 at December 31, 2015.
On August 12, 2015, the note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $358,250 and initial loss on derivative liabilities of $308,250 based on the Black Scholes Merton pricing model.
As of December 31, 2015, $38,315 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 was $153,697 resulting in a gain on the change in fair value of the derivative of $204,553. The Note is shown net of a derivative discount of $11,685 at December 31, 2015.
On August 12, 2015, the Company issued a convertible promissory note in the amount of $115,000 for $115,000 cash. The note is due on August 12, 2016 and bears interest at 12% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible as of the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lesser of lowest quoted price for the common stock during the previous 20 trading day period ending on the conversion date and the lowest trading price on the 30th trading day after the funding of the note.
On August 12, 2015, the note became convertible at the option of the holder. On this date the Company recorded a debt discount in the amount of $115,000 in connection with the initial valuation of the derivative liability of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $215,932 and initial loss on derivative liabilities of $100,932 based on the Black Scholes Merton pricing model.
As of December 31, 2015, the holder of the note exercised his right to convert $23,334 of the note balance into 41,816,074 shares of common stock, respectively. The fair value of the derivative liability related to the converted debt as of December 31, 2015 was $69,667.
As of December 31, 2015, $44,425 of the debt discount has been amortized. The fair value of the derivative liability at December 31, 2015 was $54,786 resulting in a gain on the change in fair value of the derivative of $161,146. The Note is shown net of a derivative discount of $70,575 at December 31, 2015.
On September 8, 2015, the Company issued a short-term convertible promissory note in the amount of $70,000 for $50,000 cash, an original issue discount of $9,500, and prepaid interest of $10,500. The note is due on September 9, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the year ended December 31, 2015, $2,951 of the debt discount has been amortized and the note is shown net $6,549 in unamortized debt discount. As of December 31, 2015, the note has not become convertible.
On October 29, 2015, the Company issued a convertible promissory note in the amount of $37,500 for $25,000 cash, an original issue discount of $7,500 and prepaid interest of $2,500. The note is due on October 28, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the three months ended December 31, 2015, $1,295 of the debt discount has been amortized. The Note is shown net of an unamortized debt discount of $6,205 at December 31, 2015. As of December 31, 2015, the note has not become convertible.
On November 25, 2015, the Company issued two short-term convertible promissory note in the amount of $300,000 for $200,000 cash, an original issue discount of $75,000, and prepaid interest of $25,000. The notes are due on May 22, 2016 and bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the six months ended December 31, 2015, $15,084 of the debt discount has been amortized and the note is shown net $59,916 in unamortized debt discount. As of December 31, 2015, the note has not become convertible.
Derivative liability for these notes were valued under the Black-Scholes model, with the following assumptions:
As of December 31, 2015, the company had the below commitments related to its outstanding convertible notes payable.
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Common Stock |
6 Months Ended |
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Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | NOTE 8 COMMON STOCK
On August 24, 2015, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock.
Under the terms of the Certificate of Designation, 24,000,000 shares of the Companys preferred stock will be designated as Series A Convertible Preferred. Each share of the Series A Convertible Preferred shall be convertible into five (5) shares of Common Stock without the payment of additional consideration by the holder thereof, subject to certain terms, conditions and adjustments as described in the Certificate of Designation. The holders of Series A Convertible Preferred shall be entitled to receive any dividends before the holders of the Common Stock, in an amount at least equal to the product of (x) the dividend payable on each share of Common Stock and (y) the number of shares of Common Stock issuable upon conversion of a share of Series A Convertible Preferred, in each case calculated on the record date for determination of holders entitled to receive such dividend. Each holder of outstanding Series A Convertible Preferred shall be entitled to vote with the holders of the Common Stock, as a single class, on all matters presented to the holders of Common Stock an as-converted basis calculated as of the record date for such vote.
On August 25, 2015, the Company entered into an exchange agreement with its majority shareholder, Nanobeak, LLC, pursuant to which Nanobeak exchanged 117,366,840 shares of the Companys common stock in exchange for 23,473,368 shares of the Companys Series A Convertible Preferred Stock.
During the six months ended December 31, 2015, the Company issued 255,152,377 shares of common stock valued at $294,898 for the conversion of notes payable.
During the six months ended December 31, 2015, the Company issued 4,000,000 shares of common stock valued at $9,600 for services. |
Stock Warrants |
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Stock Warrants |
NOTE 9 STOCK WARRANTS
On December 16, 2013, the Board of Directors of the Company approved the election of William S. Rees, Jr. to serve as a member of the Board effective December 16, 2014. Mr. Rees has not yet been appointed to serve on any committee of the Board. There are no arrangements or understandings between Mr. Rees and any other person pursuant to which Mr. Rees was appointed as a director. The Company entered into an agreement with Mr. Rees pursuant to which it agreed to issue to him, in consideration of his services, a warrant to purchase up to 2,000,000 shares of the Companys common stock for a period of five years at an exercise price of $0.05 per share. The Company determined the fair value of the warrants to be $99,764 using the Black Scholes Valuation Model. As of June 30, 2014 the warrants were fully vested and the Company recorded $99,764 as stock-based compensation expense.
On December 31, 2013, we issued to Accent Healthcare Advisors, LLC, a California limited liability company, as compensation for their past and future advisory services for the next several years in the bio-pharmaceutical and healthcare industries, a warrant to purchase up to 25,000,000 shares of the Companys common stock, par value $.01 per share, for a period of seven years at an exercise price of $0.049 per share. The warrants issued vest immediately. The exercise price was calculated based on the prior ten days average closing price per share. The holder may not exercise the Warrant such that the number of shares of common stock beneficially owned by the holder and its affiliates exceeds 4.9% of the total outstanding shares of common stock of the Company. The fair value of the warrants using the Black Scholes valuation model was determined to be $2,994,407. The exercise price and number of Warrant Shares are subject to adjustment upon the subdivision or combination of the Companys common stock. Further, upon the consolidation, merger or sale of the Company, the holder is entitled to receive, at the Companys discretion, either (a) if the Warrant is exercised, the consideration payable with respect to or in exchange for those Warrant Shares that would have been received if no consolidation, merger or sale had taken place or (b) cash equal to the value of the Warrant as determined in accordance with the Black-Scholes option pricing formula. As of June 30, 2014 the stock-based compensation expense related to this issuance was $2,994,407.
On November 27, 2013, the Company issued 3,875,000 warrants for the Companys common stock as stock based compensation for a three year period, par value $.01 per share, at an exercise price per share equal to $0.05. The warrants issued vest immediately. The warrants are exercisable any time after November 27, 2013 for a period of five years from date of issuance. The fair value of the warrants using the Black Scholes Valuation Model was $204,904. As of June 30, 2014 the stock-based compensation expense related to this issuance was 204,904.
On December 10, 2013, the Company issued 5,000,000 warrants for the Companys common stock as stock based compensation for a three year period, par value $.01 per share, at an exercise price per share equal to the closing price on December 10, 2013 of $0.0478. The warrants are exercisable any time after December 10, 2013 for a period of seven years from date of issuance. The fair value of the warrants using the Black Scholes Valuation Model was $238,925. As of June 30, 2014 the stock-based compensation expense related to this issuance was $238,925.
On July 1, 2014 the Company granted stock warrants for 200,000 shares of common stock for services, which vested immediately. These warrants had an expiration date of July 1, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.29/share, the exercise price is $0.12495/share, the value of the issuance is $58,000.
On January 15, 2015, the Company granted stock warrants for 8,000,000 shares of common stock for services, which vested immediately. These warrants had an expiration date of January 15, 2020, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.0332/share, the exercise price is $0.05/share, the value of the issuance was $263,669.
During the quarter ended December 31, 2015 and 2014, the Company issued 796,875,000 and 291,494 warrants, respectively for shares of common stock to lenders in connection with loans received by the Company. The warrants have anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current exercise price. We determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. We estimate the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in the statement of operations until such time as the derivative warrants are exercised or expire.
On April 17, 2014 the Company granted stock warrants for 1,185,192 shares of common stock in association with a long-term loan at no cost to the lender. These warrants had an expiration date of April 17, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.09/share, the exercise price is $0.0701/share, the value of the issuance is $106,426.
On May 5, 2014 the Company granted stock warrants for 705,229 shares of common stock in association with a long-term loan at no cost to the lender. These warrants had an expiration date of May 5, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.09/share, the exercise price is $0.0589/share, the value of the issuance is $63,468.
On June 11, 2014 the Company granted stock warrants for 553,840 shares of common stock in association with a long-term loan at no cost to the lender. These warrants had an expiration date of June 11, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.1284/share, the exercise price is $0.0750/share, the value of the issuance is $71,110.
On July 15, 2014 the Company granted stock warrants for 291,494 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have an expiration date of July 15, 2019, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.24/share, the exercise price is $0.0143/share, the value of the issuance is $69,956.
On October 1, 2014 the Company granted stock warrants for 320,122 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.164/share, the exercise price is $0.123/share, the value of the issuance is $52,498.
On November 17, 2014 the Company granted stock warrants for 807,692 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.065/share, the exercise price is $0.049/share, the value of the issuance is $52,498.
On December 23, 2014 the Company granted stock warrants for 1,158,940 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.045/share, the exercise price is $0.034/share, the value of the issuance is $52,152.
On April 15, 2015 the Company granted stock warrants for 2,560,976 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.0443/share, the exercise price is $0.017/share, the value of the issuance is $113,438.
On June 7, 2015 the Company granted stock warrants for 4,375,000 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.024/share, the exercise price is $0.009/share, the value of the issuance is $104,985.
On June 19, 2015 the Company granted stock warrants for 2,556,818 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.025/share, the exercise price is $0.009/share, the value of the issuance is $63,911.
On June 28, 2015 the Company granted stock warrants for 11,842,105 shares of common stock in association with a long-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.021/share, the exercise price is $0.008/share, the value of the issuance is $278,251.
On September 8, 2015 the Company granted stock warrants for 35,000,000 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.0034/share, the exercise price is $0.001/share, the value of the issuance is $118,985.
On November 23, 2015 the Company granted stock warrants for 750,000,000 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.0012/share, the exercise price is $0.0045/share, the value of the issuance is $524,937.
On October 29, 2015 the Company granted stock warrants for 46,875,000 shares of common stock in association with a short-term loan at no cost to the lender. These warrants have a term of five years, and were valued using the Black Scholes Valuation Model, the stock price at the grant date was $0.0012/share, the exercise price is $0.0045/share, the value of the issuance is $60,930.
We issued warrants to purchase 38,874,998 shares of common stock to non-employees during the year ended June 30, 2014, during such time the warrants were accounted for as equity. During the year end June 30, 2015, the Company issued convertible notes payable that provide for the issuance of shares of common stock that became convertible. The conversion term for the convertible notes are variable based on certain factors. As of September 30, 2015, the number of shares to be issued under the notes are indeterminate. Due to the fact that the number of shares issuable are indeterminate, the equity environment is tainted and the warrants are included in the value of the derivative. On the date the equity environment became tainted, the Company recorded a reduction to additional paid in capital in the amount of $6,157,610 in connection with the initial valuation of the derivative liability of the warrants based on the Black Scholes Merton pricing model. The derivative liability related to these warrants was $45,780 and $913,168 as of December 31, 2015 and June 30, 2015, respectively. During the six months ended December 31, 2015 and 2014, the Company recorded a gain of $858,818 and $0, respectively, related to the change in fair value on the warrants.
In total the derivative liability related to the warrants as of December 31, 2015 and June 30, 2015 was $1,075,446 and $1,270,470, respectively and the Company recorded a gain in the change in fair value due to derivative warrant liability of $195,024 and $237,469 during the six months ended December 31, 2015 and 2014, respectively. The Company as recorded debt discount associated with the warrants in the amount of $275,000 and an initial loss of $429,852. As of December 31, 2015, $61,611 of the debt discount has been amortized. The associated notes are shown net of the $213,389 discount
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Commitments |
6 Months Ended |
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Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 10 COMMITMENTS
On January 1, 2014, the Company entered into a Sub-License Agreement affiliated with the National Aeronautics and Space Administration (NASA) pursuant to which the Company was granted a royalty-bearing, non-transferable license to certain inventions and patent rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories. The License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive to the Company. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. The License may be terminated by NASA following a 30 day cure period, among other reasons, upon a breach of the License Agreement or upon its determination that the Company has failed to adequately develop or commercialize the licensed patents. Specific milestones and commercialization requirements are set forth in the License Agreement. NASA provides no warranties under the License Agreement and assumes no responsibility for our use, sale or other disposition of the licensed technology. We agree to indemnify NASA against all liabilities arising from such use, sale or other disposition. We must pay certain royalties in connection with the License as set forth in the License Agreement.
During the three and six months ended December 31, 2015 and 2014, the Company expensed $332,556 and $612,931 and 294,116 and $580,701, respectfully.
In relation to a sub-licensing agreement with NASA, a shareholder has paid royalty fees applicable to 2014 on behalf of the Company. The $100,000 payment was an additional investment in the Company and is not required to be repaid. During the three months ending December 31, 2015 and 2014, $0 and $75,000 of the royalties were recognized as an expense. |
Subsequent Events |
6 Months Ended |
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Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | On June 29, 2015, the Company issued a convertible promissory note in which the Company will be taking tranche payments based on amounts determined by the note holder for total payments of not more than $100,000. There is an original discount component of $10,000. Therefore, the funds available to the Company will be $90,000 and the liability (net of interest) will be $100,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 15% per annum. Each portion of the loan becomes convertible immediately upon issuance. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of the lesser of $0.02 per share or 50% multiplied by the market price per share, which is the lowest quoted price for the common stock during the 25 trading days immediately preceding the conversion date. During the period ended June 30, 2015, the Company has received one tranche disbursements of $30,000 on June 29, 2015. Subsequent to year end the Company issued 25,000,000 shares of common stock for the conversion of $4,375 of the note payable.
On July 20, 2015, the Company entered into a settlement agreement with the holder of the convertible note. Under the agreement the note holder agreed to not to seek to enforce its rights or remedies under the Note in relation to the notice of conversion issued to convert a balance of the note amounting to $57,933; to not to exercise its rights of conversion pursuant to the Note, and if an event of default occurs, the Holder agrees not to sell any shares of common stock of the Company having an aggregate conversion value of $30,000 or more per week until such time as it has sold all of the Companys common stock that it owns. Under the agreement the Company agreed to a penalty in relation to the issuance of a note in the amount of $95,000. Subsequent to quarter end, the Company issued 16,000,000 shares for the conversion of $4,800 of the note payable.
On July 24, 2015, the Company issued a convertible promissory note in the amount of $56,250 for $50,000 cash. The note is due on April 24, 2016 and bears interest at 10% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is secured by shares of the Companys common stock. The loan becomes convertible as of the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. Subsequent to quarter end, the Company issued 24,456,522 shares for the conversion of $1,774 of the note payable.
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Summary of Significant Accounting Policies (Policies) |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for December 31, 2015:
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for June 30, 2015:
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Investment Securities | Investment Securities The Company has elected to account for its investments in securities at fair value under the fair value option provisions of FASB ASC 825, Financial Instruments (FASB ASC 825). The primary reason for electing the fair value option when it first became available in 2008, was to reduce the burden of monitoring the differences between the cost and the fair value of the Companys investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment. In addition, the election was made for certain investments that were previously required to be accounted for under the equity method because their fair value measurements were readily obtainable.
Such financial assets accounted for at fair value include in general, securities that would otherwise qualify for available for sale treatment.
The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of securities available for sale, at fair value in the consolidated balance sheets. The Company recognized net losses of $0 and $14,000 related to changes in fair value of investments that are included as a component of other investments, at fair value during the three and six months ended December 31, 2015 and 2014, respectively. |
Summary of Significant Accounting Policies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value Assets and Liabilities | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for December 31, 2015:
Financial assets and liabilities measured at fair value on a recurring basis are summarized below for June 30, 2015:
|
Convertible Note Payable (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Disbursement |
The following details the disbursements as of December 31, 2015:
|
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Schedule of Fair Value Assumptions | Derivative liability for these notes were valued under the Black-Scholes model, with the following assumptions:
|
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Schedule of Commitments Related to Outstanding Convertible Notes Payable | As of December 31, 2015, the company had the below commitments related to its outstanding convertible notes payable.
|
Stock Warrants (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Warrants Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Warrant Liability |
|
Basis of Presentation and Going Concern (Details Narrative) - USD ($) |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
---|---|---|---|
Basis Of Presentation And Going Concern | |||
Cumulative net losses | $ 11,662,336 | $ 6,567,404 | $ 6,974,666 |
Summary of Significant Accounting Policies (Details Narrative) |
6 Months Ended |
---|---|
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Changes in fair value of investments | 14000 |
Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
---|---|---|---|
Securities - available for sale | $ 400 | $ 400 | $ 400 |
Derivative Financial Instruments | 5,701,672 | $ 1,423,153 | 2,494,236 |
Level 3 [Member] | |||
Derivative Financial Instruments | 5,701,672 | 2,494,236 | |
Level 1 [Member] | |||
Securities - available for sale | $ 400 | $ 400 |
Prepaid Expenses (Details Narrative) - USD ($) |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
---|---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid interest on convertible notes | $ 57,375 | $ 57,375 | |
Prepaid expenses | $ 32,214 | $ 33,108 | $ 41,637 |
Securities Available for Sale (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jan. 16, 2014 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Shares acquired at market value price per share | $ 0.03 | ||||||
Value of shares | $ 60,000 | ||||||
Reduction of securities value | $ 400 | ||||||
Unrealized loss on investment | $ 0 | $ 5,800 | $ 14,000 | $ 0 | $ 14,000 | ||
Restricted Stock [Member] | |||||||
Number of common stock shares acquired | 2,000,000 |
Related Party Transactions (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Related Party Transactions [Abstract] | ||||||
Proceeds from related party debt | $ 280,952 | $ 316,287 | $ 667,075 | $ 587,139 | ||
Repayment of debt | 292,611 | 514,331 | 125,455 | |||
Due to shareholder | $ 388,791 | $ 533,194 | $ 400,450 | $ 400,450 | $ 400,450 |
Convertible Note Payable - Schedule of Fair Value Assumptions (Details) |
3 Months Ended | 6 Months Ended | 12 Months Ended |
---|---|---|---|
Sep. 30, 2015 |
Dec. 31, 2015 |
Jun. 30, 2015 |
|
Expected dividends | 0.00% | 0.00% | 0.00% |
Maximum [Member] | |||
Risk free interest rate | 0.86% | 0.64% | |
Expected term (years) | 1 year 3 months 26 days | 1 year 4 days | |
Expected volatility | 444.00% | 288.00% | |
Minimum [Member] | |||
Risk free interest rate | 0.00% | 0.09% | |
Expected term (years) | 4 days | 5 months 12 days | |
Expected volatility | 240.00% | 198.00% |
Convertible Note Payable - Schedule of Commitments Related to Outstanding Convertible Notes Payable (Details) - USD ($) |
Dec. 31, 2015 |
Sep. 30, 2015 |
---|---|---|
Debt Disclosure [Abstract] | ||
Commitments Within one year | $ 1,694,127 | $ 1,081,257 |
Commitments After one year and within 5 years | 0 | 378,548 |
Total | $ 1,694,127 | $ 1,459,805 |
Common Stock (Details Narrative) - USD ($) |
Aug. 25, 2015 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Jun. 30, 2014 |
---|---|---|---|---|---|
Preferred stock, shares issued | 23,473,368 | 23,473,368 | 0 | ||
Common stock, shares issued | 370,255,933 | 184,111,144 | 227,720,396 | 227,720,396 | |
Common stock, value | $ 370,256 | $ 184,112 | $ 227,721 | ||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, shares issued | 24,000,000 | ||||
Conversion of Notes Payable [Member] | |||||
Common stock, shares issued | 225,152,377 | ||||
Common stock, value | $ 294,898 | ||||
Services [Member] | |||||
Common stock, shares issued | 4,000,000 | ||||
Common stock, value | $ 9,600 | ||||
Nanobeak, LLC [Member] | Common Stock [Member] | Exchange Agreement [Member] | |||||
Conversion of shares | 117,366,840 | ||||
Nanobeak, LLC [Member] | Series A Convertible Preferred Stock [Member] | Exchange Agreement [Member] | |||||
Conversion of shares | 23,473,368 |
Stock Warrants (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 23, 2015 |
Oct. 29, 2015 |
Sep. 08, 2015 |
Jun. 28, 2015 |
Jun. 19, 2015 |
Jun. 07, 2015 |
Apr. 15, 2015 |
Jan. 15, 2015 |
Dec. 23, 2014 |
Nov. 17, 2014 |
Jul. 15, 2014 |
Jul. 02, 2014 |
Jun. 11, 2014 |
May. 05, 2014 |
Apr. 17, 2014 |
Dec. 31, 2013 |
Dec. 16, 2013 |
Dec. 10, 2013 |
Nov. 27, 2013 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
Oct. 01, 2014 |
Jun. 30, 2014 |
|
Stock-based compensation | $ 9,600 | $ 21,077 | ||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Change in fair value due to derivative warrant liability | $ (4,187,019) | $ 1,427,189 | $ 88,362 | $ 237,469 | $ (2,759,830) | 255,875 | ||||||||||||||||||||||
Debt Discount | 275,000 | 275,000 | ||||||||||||||||||||||||||
Initial Loss | (429,852) | |||||||||||||||||||||||||||
Amortized debt discount | 61,611 | 61,611 | ||||||||||||||||||||||||||
Net debt discount after amortization | 213,389 | 213,389 | ||||||||||||||||||||||||||
StockWarrantsMember | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | |||||||||||||||||||||||||||
Number of stock warrants granted during period | 8,000,000 | |||||||||||||||||||||||||||
Warrants expiration date | Jan. 15, 2020 | |||||||||||||||||||||||||||
Stock price per share | $ 0.0332 | |||||||||||||||||||||||||||
Issuance of warrants | $ 263,669 | |||||||||||||||||||||||||||
StockWarrantsMember | ||||||||||||||||||||||||||||
Warrants exercise term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 3 years | |||||||||||||||||||||
Warrants exercise price per share | $ 0.0012 | $ 0.0012 | $ 0.001 | $ 0.008 | $ 0.009 | $ 0.009 | $ 0.017 | $ 0.034 | $ 0.049 | $ 0.0143 | $ 0.12495 | $ 0.0750 | $ 0.0589 | $ 0.0701 | $ 0.0478 | $ 0.05 | $ 0.123 | |||||||||||
Fair value of warrants | $ 238,925 | $ 204,904 | ||||||||||||||||||||||||||
Stock-based compensation | $ 238,925 | $ 204,904 | ||||||||||||||||||||||||||
Common stock, par value | $ 0.29 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Number of warrants issued during period | 5,000,000 | 3,875,000 | ||||||||||||||||||||||||||
Number of stock warrants granted during period | 750,000,000 | 46,875,000 | 35,000,000 | 11,842,105 | 2,556,818 | 4,375,000 | 2,560,976 | 1,158,940 | 807,692 | 291,494 | 200,000 | 553,840 | 705,229 | 1,185,192 | ||||||||||||||
Warrants expiration date | Jul. 15, 2019 | Jul. 01, 2019 | Jun. 11, 2019 | May 05, 2019 | Apr. 17, 2019 | |||||||||||||||||||||||
Stock price per share | $ 0.0045 | $ 0.0045 | $ 0.0034 | $ 0.021 | $ 0.025 | $ 0.024 | $ 0.0443 | $ 0.045 | $ 0.065 | $ 0.24 | $ 0.1284 | $ 0.09 | $ 0.09 | $ 0.164 | ||||||||||||||
Issuance of warrants | $ 524,937 | $ 60,930 | $ 118,985 | $ 278,251 | $ 63,911 | $ 104,985 | $ 113,438 | $ 52,152 | $ 52,498 | $ 69,956 | $ 58,000 | $ 71,110 | $ 63,468 | $ 106,426 | $ 52,498 | |||||||||||||
Reduction to additional paid in capital amount | 6,157,610 | |||||||||||||||||||||||||||
Derivative liability | 45,780 | 45,780 | $ 913,168 | |||||||||||||||||||||||||
Change in fair value due to derivative warrant liability | 858,818 | $ 0 | ||||||||||||||||||||||||||
StockWarrantsMember | William S. Rees, Jr. [Member] | ||||||||||||||||||||||||||||
Stock-based compensation | 99,764 | |||||||||||||||||||||||||||
StockWarrantsMember | Accent Healthcare Advisors, LLC [Member] | ||||||||||||||||||||||||||||
Stock-based compensation | $ 2,994,407 | |||||||||||||||||||||||||||
Stock Warrants [Member] | William S. Rees, Jr. [Member] | ||||||||||||||||||||||||||||
Maximum number of warrant to purchase company's common stock | 2,000,000 | |||||||||||||||||||||||||||
Warrants exercise term | 5 years | |||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | |||||||||||||||||||||||||||
Fair value of warrants | $ 99,764 | |||||||||||||||||||||||||||
Stock Warrants [Member] | Accent Healthcare Advisors, LLC [Member] | ||||||||||||||||||||||||||||
Maximum number of warrant to purchase company's common stock | 25,000,000 | |||||||||||||||||||||||||||
Warrants exercise term | 7 years | |||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.049 | |||||||||||||||||||||||||||
Fair value of warrants | $ 2,994,407 | |||||||||||||||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||||||||||||||
Percentage of beneficially owned by the holder and its affiliates exceeds | 4.90% | |||||||||||||||||||||||||||
Stock Warrants [Member] | Lenders [Member] | ||||||||||||||||||||||||||||
Number of warrants issued during period | 796,875,000 | 291,494 | ||||||||||||||||||||||||||
Stock Warrants [Member] | Non-Employees [Member] | ||||||||||||||||||||||||||||
Number of warrants issued during period | 38,874,998 | |||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||
Derivative liability | $ 96,681 | $ 96,681 | $ 1,270,470 | |||||||||||||||||||||||||
Change in fair value due to derivative warrant liability | $ 1,173,787 | $ 237,469 |
Commitments (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Dec. 31, 2015 |
Sep. 30, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
|
Consulting | $ 332,556 | $ 332,556 | $ 612,931 | $ 612,931 | $ 294,116 | $ 580,701 | |
Additional investment | $ 4,017,859 | $ 3,865,887 | $ 4,017,859 | $ 3,286,063 | |||
Royalty expense | $ 75,000 | $ 75,000 | |||||
License Agreement [Member] | |||||||
Additional investment | $ 100,000 | $ 100,000 |
1 Year Nano Mobile Healthcare (PK) Chart |
1 Month Nano Mobile Healthcare (PK) Chart |
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