UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
Form 10-Q
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
|
or
o |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from __________________ to __________________________
|
Commission file number: 000-53757
|
America Greener Technologies, Inc.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
20-8195637
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
254 South Mulberry Street, Suite 113, Mesa, AZ
|
85202
|
(Address of principal executive offices)
|
(Zip Code)
|
(480) 664-3650
|
(Registrant's telephone number, including area code)
|
not applicable
|
(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 o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 o 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. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
o 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. 21,284,848 shares of common stock are issued and outstanding as of February 12, 2016.
TABLE OF CONTENTS
|
|
Page No.
|
PART I - FINANCIAL INFORMATION
|
Item 1.
|
Financial Statements.
|
4
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
21
|
Item 3.
|
Quantative and Qualitative Disclosures About Market Risk.
|
25
|
Item 4.
|
Controls and Procedures. 25
|
|
PART II - OTHER INFORMATION
|
Item 1.
|
Legal Proceedings.
|
25
|
Item 1A.
|
Risk Factors.
|
26
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
26
|
Item 3.
|
Defaults Upon Senior Securities.
|
26
|
Item 4.
|
Mine Safety Disclosures.
|
26
|
Item 5.
|
Other Information.
|
26
|
Item 6.
|
Exhibits.
|
27
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:
|
Ÿ
|
our ability to continue as a going concern;,
|
|
Ÿ
|
our limited operating history;
|
|
Ÿ
|
our reliance on our sole director and officer;
|
|
Ÿ
|
the ability of our former officers and directors to enforce a security interest in our assets;
|
|
Ÿ
|
our status as a former shell company;
|
|
Ÿ
|
registration rights we have granted a principal stockholder;
|
|
Ÿ
|
our lack of various corporate governance standards and no independent directors;
|
|
Ÿ
|
the illiquid nature of our common stock;
|
|
Ÿ
|
the ability of our board of directors to issue preferred stock without the approval of our stockholders;
|
|
Ÿ
|
dilution to our stockholders upon the conversion of 3% convertible notes;
|
|
Ÿ
|
material weaknesses in our internal control over financial reporting;
|
|
Ÿ
|
Federal regulations which may adversely impact the trading of our common stock; and
|
|
Ÿ
|
failure to comply with the regulations of the British Columbia Securities Commission
|
You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended June 30, 2015 and our other filings with the Securities and Exchange Commission. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “America Greener,” “we,” “our,” “us,” and similar terms refers to America Greener Technologies, Inc., a Nevada corporation, and our subsidiaries America Greener Technologies Incorporated, an Arizona corporation which we refer to as “AGT Arizona” and AGT Soft Wave, Inc., a Nevada corporation which we refer to as “AGT Soft Wave.” In addition, "second quarter 2016" refers to the six months ended December 31, 2015, "second quarter 2015" refers to the six months ended December 31, 2014, “fiscal 2015” refers to the year ended June 30, 2015, and “fiscal 2016” refers to the year ending June 30, 2016.
Unless specifically set forth to the contrary, the information which appears on our website at www.americagreener.com is not part of this report.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICA GREENER TECHNOLOGIES, INC. AND SUBSIDIARIES
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2015
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
38,828 |
|
|
$ |
10,437 |
|
Accounts receivable, net
|
|
|
20,830 |
|
|
|
54,217 |
|
Inventory
|
|
|
59,067 |
|
|
|
51,093 |
|
Prepaid expenses and other current assets
|
|
|
63,630 |
|
|
|
16,699 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
182,355 |
|
|
|
132,446 |
|
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
59,525 |
|
|
|
76,723 |
|
Intangible assets, net
|
|
|
1,601 |
|
|
|
1,601 |
|
Deposit
|
|
|
3,500 |
|
|
|
3,500 |
|
Total other assets
|
|
|
64,626 |
|
|
|
81,824 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
246,981 |
|
|
$ |
214,270 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
381,854 |
|
|
$ |
470,301 |
|
Convertible notes payable - related parties
|
|
|
100,000 |
|
|
|
100,000 |
|
Notes payable
|
|
|
400,091 |
|
|
|
400,091 |
|
Notes payable - related party
|
|
|
223,359 |
|
|
|
223,359 |
|
Loans payable
|
|
|
177,155 |
|
|
|
50,000 |
|
Customer deposit
|
|
|
50,000 |
|
|
|
- |
|
Due to related parties
|
|
|
106,262 |
|
|
|
92,500 |
|
Total current liabilities
|
|
|
1,438,721 |
|
|
|
1,336,251 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 5,000,000 shares
|
|
|
|
|
|
|
|
|
authorized: none shares issued and outstanding
|
|
|
- |
|
|
|
- |
|
Common stock, $0.001, 75,000,000 shares
|
|
|
|
|
|
|
|
|
authorized: 21,284,848 shares and 20,484,948 shares issued and
|
|
|
|
|
|
|
|
|
outstanding at December 31, 2015 and June 30, 2015, respectively
|
|
|
21,285 |
|
|
|
20,485 |
|
Additional paid in capital
|
|
|
4,823,410 |
|
|
|
4,589,200 |
|
Accumulated deficit
|
|
|
(6,036,435 |
) |
|
|
(5,731,666 |
) |
Total stockholders' deficit
|
|
|
(1,191,740 |
) |
|
|
(1,121,981 |
) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' deficit
|
|
$ |
246,981 |
|
|
$ |
214,270 |
|
See accompanying notes to unaudited consolidated financial statements.
AMERICA GREENER TECHNOLOGIES, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 |
|
|
FOR THE THREE MONTHS ENDED DECEMBER 31, 2014 |
|
|
FOR THE SIX MONTHS ENDED DECEMBER 31, 2015 |
|
|
FOR THE SIX MONTHS ENDED DECEMBER 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues - services
|
|
$ |
50,582 |
|
|
$ |
475,257 |
|
|
$ |
151,886 |
|
|
$ |
475,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues - services
|
|
|
9,399 |
|
|
|
97,753 |
|
|
|
25,737 |
|
|
|
97,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
41,183 |
|
|
|
377,504 |
|
|
|
126,149 |
|
|
|
377,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, selling and advertising expenses
|
|
|
850 |
|
|
|
32,725 |
|
|
|
1,799 |
|
|
|
87,849 |
|
Compensation expense
|
|
|
27,851 |
|
|
|
374,018 |
|
|
|
195,224 |
|
|
|
1,682,474 |
|
Professional fees
|
|
|
58,296 |
|
|
|
75,753 |
|
|
|
95,401 |
|
|
|
134,247 |
|
Consulting fees
|
|
|
33,512 |
|
|
|
107,020 |
|
|
|
49,012 |
|
|
|
231,520 |
|
General and administrative
|
|
|
22,994 |
|
|
|
158,557 |
|
|
|
76,921 |
|
|
|
201,090 |
|
Total operating expenses
|
|
|
143,503 |
|
|
|
748,073 |
|
|
|
418,357 |
|
|
|
2,337,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(102,320 |
) |
|
|
(370,569 |
) |
|
|
(292,208 |
) |
|
|
(1,959,676 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(6,521 |
) |
|
|
(4,925 |
) |
|
|
(12,561 |
) |
|
|
(9,283 |
) |
Total other expense
|
|
|
(6,521 |
) |
|
|
(4,925 |
) |
|
|
(12,561 |
) |
|
|
(9,283 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
|
(108,841 |
) |
|
|
(375,494 |
) |
|
|
(304,769 |
) |
|
|
(1,968,959 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(108,841 |
) |
|
$ |
(375,494 |
) |
|
$ |
(304,769 |
) |
|
$ |
(1,968,959 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
21,115,283 |
|
|
|
19,791,081 |
|
|
|
20,892,457 |
|
|
|
19,398,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING - Basic and Diluted
|
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
(0.10 |
) |
See accompanying notes to unaudited consolidated financial statements.
AMERICA GREENER TECHNOLOGIES, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
FOR THE SIX
|
|
|
FOR THE SIX
|
|
|
|
MONTHS ENDED
|
|
|
MONTHS ENDED
|
|
|
|
DECEMBER 31, 2015
|
|
|
DECEMBER 31, 2014
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$ |
(304,769 |
) |
|
$ |
(1,968,959 |
) |
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
Amortization and depreciation
|
|
|
17,198 |
|
|
|
32,302 |
|
Bad debts
|
|
|
3,264 |
|
|
|
- |
|
Stock based compensation
|
|
|
- |
|
|
|
1,469,870 |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
30,123 |
|
|
|
(222,130 |
) |
Inventory
|
|
|
(7,974 |
) |
|
|
60,244 |
|
Prepaid expenses and other current assets
|
|
|
(46,931 |
) |
|
|
24,758 |
|
Bank overdraft
|
|
|
- |
|
|
|
11,574 |
|
Accounts payable and accrued liabilities
|
|
|
(88,447 |
) |
|
|
67,082 |
|
Customer deposit
|
|
|
50,000 |
|
|
|
- |
|
Net cash used in operating activities
|
|
|
(347,536 |
) |
|
|
(525,259 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
- |
|
|
|
(8,205 |
) |
Net cash used in investing activities
|
|
|
- |
|
|
|
(8,205 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
|
|
- |
|
|
|
288,579 |
|
Proceeds from loans payable
|
|
|
127,155 |
|
|
|
- |
|
Proceeds from related party advances
|
|
|
13,762 |
|
|
|
23,000 |
|
Payments made for related party advances
|
|
|
- |
|
|
|
(3,000 |
) |
Proceeds from issuance of common stock
|
|
|
235,010 |
|
|
|
200,000 |
|
Net cash provided by financing activities
|
|
|
375,927 |
|
|
|
508,579 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
28,391 |
|
|
|
(57,187 |
) |
|
|
|
|
|
|
|
|
|
Cash at beginning of period
|
|
|
10,437 |
|
|
|
24,885 |
|
|
|
|
|
|
|
|
|
|
Cash at end of period
|
|
$ |
38,828 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
- |
|
|
$ |
- |
|
Income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued a note payable to settle accounts payable
|
|
$ |
- |
|
|
$ |
20,000 |
|
Issuance of common stock in connection with asset purchase agreement
|
|
$ |
- |
|
|
$ |
767,250 |
|
See accompanying notes to unaudited consolidated financial statements.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Nature of Business
America Greener Technologies, Inc. (formerly Osler Incorporated) (the “Company”) was incorporated in the State of Nevada on July 30, 2004. The Company’s business is focused on marketing and selling two process improvement technologies, Polarchem and Soft Wave in North America. Polarchem is a proprietary chemical solution for cleaning inside boilers for thermal power generation. Soft Wave is an electronic alternative to chemical and water softening treatments primarily used in cooling towers or situations of high mineral content in water.
The Company has a license agreement with Polarchem to sell Polarchem’s products (see Note 8). The Company’s product is AGT Polarchem chemistry that allows online cleaning of boiler tube and heat transfer surfaces to provide boiler optimization and combustion efficiency to a wide variety of customers including coal fired power plants, petroleum refineries, and waste to energy facilities, biomass combustion processes, incinerators, fuel oil burners, naval vessels and other similar combustion processes. AGT Arizona (as hereinafter defined) was a former subsidiary of America Greener Technologies Corporation, a British Columbia company (“AGT Canada”).
On October 31, 2014 AGT Soft Wave, Inc. (“AGT Soft Wave”), a newly formed Nevada corporation that is a wholly-owned subsidiary of the Company, acquired certain assets from Soft Wave Innovations, Inc., an Arizona corporation (“Soft Wave”), in exchange for 775,000 shares of the Company’s common stock valued at $767,250 or $0.99 per share under the terms of an asset purchase agreement (the “Asset Purchase Agreement”) by and among the Company, AGT Soft Wave and Soft Wave. The assets that were acquired included customer contracts, trade names, inventory, tools and parts, and demonstration contracts related to the prior joint venture with Soft Wave. As of June 30, 2015, the Company’s management determined that these assets were fully impaired and recorded an impairment loss equal to the aggregate carrying value of these assets. AGT Soft Wave’s principal business is focused on the development, manufacturing, marketing and servicing of certain water treatment technology related to an apparatus for generating a multi-vibrational field in worldwide residential, commercial and industrial markets including energy and power generation, petroleum and petrochemical, mining and mineral processing. The Company uses a certain patented technology that reduces and eliminates chemical water treatment which also helps reduce maintenance cost and conserve water.
Recapitalization
On February 25, 2014, America Greener Technologies Corporation, a private Arizona corporation ("AGT Arizona"), which is the historical business, entered into a Share Exchange Agreement with the Company (formerly Osler Incorporated) and the shareholders of AGT Arizona whereby the Company agreed to acquire all of the issued and outstanding capital stock of AGT Arizona in exchange for 15,000,000 shares of the Company’s common stock. On March 19, 2014 the transaction closed and AGT Arizona is now a wholly-owned subsidiary of the Company. Prior to the acquisition of AGT Arizona, the Company was a shell company.
At closing, the Company issued 15,000,000 shares of its common stock to the shareholders of AGT Arizona who obtained approximately 86% voting control and management control of the Company. The transaction was accounted for as a reverse acquisition and recapitalization of AGT Arizona whereby AGT Arizona is considered the acquirer for accounting purposes. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of AGT Arizona and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization (see Note 7).
On February 25, 2014, AGT Arizona changed its fiscal year end to June 30 from December 31.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of presentation and going concern
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and the rules and regulations of the U.S Securities and Exchange Commission for Interim Financial Information. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of December 31, 2015, and the results of operations and cash flows for the six months ended December 31, 2015 and 2014 have been included. The results of operations for the six months ended December 31, 2015 are not necessarily indicative of the results to be expected for the full year.
The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended June 30, 2015, which are contained in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on October 13, 2015. The consolidated balance sheet as of June 30, 2015 was derived from those financial statements.
As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of approximately $305,000 and $348,000, respectively, for the six months ended December 31, 2015. Additionally the Company had an accumulated deficit of approximately $6.0 million and working capital deficit of approximately $1.3 million at December 31, 2015. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.
Uncertainty regarding these matters, raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues, there can be no assurances to that effect.
Use of estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of deferred tax assets, intangible assets, stock based compensation and the useful lives of property and equipment.
Cash and cash equivalents
The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2015, the Company had not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Accounts receivable and allowance for doubtful accounts
The Company has a policy of providing on allowance for doubtful accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense and included in the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2015 and June 30, 2015, allowance for doubtful accounts amounted to $12,872 and $9,609, respectively. The Company recorded bad debt expense of $3,264 during the six months ended December 31, 2015.
Inventory
Inventory, consisting of finished goods related to the Company’s products, are stated at the lower of cost or market utilizing the first-in, first-out method.
Prepaid expenses and other current assets
Prepaid expenses and other current assets of $63,630 and $16,699 at December 31, 2015 and June 30, 2015, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses included prepayments in cash for rent, consulting and inventory which are being amortized over the terms of their respective agreements.
Fair value measurements and fair value of financial instruments
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:
|
●
|
Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;
|
|
●
|
Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and
|
|
●
|
Level 3—Unobservable inputs that are supported by little or no market activity that is significant to the fair value of assets or liabilities.
|
The estimated fair values of certain financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable and notes and loans payable approximates their carrying values because of the short-term nature of these instruments and for the use of implicit interest rates.
Property and equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the consolidated statement of operations.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible assets
Legal costs associated with serving and protecting trademarks are capitalized. During the period from February 14, 2012 (inception) to December 31, 2012, the Company filed a trademark for its company logo. In accordance with ASC 350-30-35 “Intangibles, Goodwill and Other”, the Company does not amortize its trademark, which is determined to have an indefinite useful life. Instead, the Company assesses its trademark for impairment annually and when circumstances indicate that the carrying value may not be recoverable.
Other intangible assets include customer and demonstration contracts and tradenames purchased and recorded based on the cost to acquire them. These assets are amortized over 5 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amounts may no longer be recoverable.
Factors the Company considers to be important which could trigger an impairment review include the following:
|
1.
|
Significant underperformance relative to expected historical or projected future operating results;
|
|
2.
|
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
|
|
3.
|
Significant negative industry or economic trends.
|
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment losses during the six months ended December 31, 2015 and 2014, however an impairment loss was recorded at June 30, 2015 (see Note 3).
Revenue recognition
The Company follows the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.
The following policies reflect specific criteria for the various revenues streams of the Company:
Revenue from periodic maintenance service agreements is generally recognized ratably over the respective maintenance periods, provided no significant obligations remain and collectability of the related receivable is probable.
Revenue from the sale of the Company’s Polarchem’s solution and products are recognized upon delivery to the customers.
Revenue for equipment installation and cleaning services is recognized upon completion of the installation and cleaning services. All of the Company’s revenues for the six months ended December 31, 2015 were generated from this revenue stream. The Company did not generate any revenues during the six months ended December 31, 2014.
Revenue for services performed such as consulting, demonstration and optimization services are recognized when services have been rendered.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cost of Sales
The primary components of cost of sales include the cost of the product, shipping/delivery costs, installation/labor cost and depreciation expense of the water treatment equipment.
Concentration of Revenue and Supplier
The Company purchases substantially all of its products from Polarchem which has manufacturing companies located in India and the UK (see Note 5 and 7). There were no purchased inventories and products from Polarchem during the six months ended December 31, 2015 and 2014.
During the six months ended December 31, 2015, sales to two customers (20% and 21%) represented approximately 41% of the Company’s net sales. During the six months ended December 31, 2014 sales to one customer represented approximately 89% of the Company’s net sales. As of December 31, 2015, the Company had two customers (53% and 13%) representing approximately 66% of gross accounts receivable. As of June 30, 2015, the Company had four customers (25%, 12%, 20%, and 11%) representing approximately 68% of gross accounts receivable.
Income taxes
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company also follows the provisions of ASC 740-10 related to accounting for uncertain income tax positions. When tax returns are filed, some positions taken may be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. As of December 31, 2015 and June 30, 2015, the Company has had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The Company's 2015, 2014, and 2013 tax years may still be subject to federal and state tax examination.
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. There were 1,150,000 options outstanding as of December 31, 2015 and 2,100,000 outstanding as of December 31, 2014. The Company accounts for non-employee stock-based awards in accordance with the measurement and recognition criteria under ASC Topic 505-50, “Equity – Based Payments to Non-Employees”.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. Measurement date is the date at which the equity share price and other pertinent factors, such as expected volatility, that enters into measurement of the total recognized amount of compensation cost for an award of share-based payments are fixed. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Customer Deposits
Customer deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon completion of the demonstration services in compliance with its revenue recognition policy. Customer deposits amounted $50,000 and $0 at December 31, 2015 and June 30, 2015.
Marketing, selling and advertising
Marketing, selling and advertising costs are expensed as incurred. For the six months ended December 31, 2015, and 2014, such expenses were $1,799 and $87,849, respectively.
Net loss per share of common stock
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2015 and 2014, the Company has had 1,400,000 and 2,350,000 potentially dilutive securities outstanding, respectively, in connection with the convertible notes (see Note 4) and stock options (see Note 6) which were excluded from the diluted net loss per share computation as their effect would be anti-dilutive.
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Common stock equivalents:
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
1,150,000
|
|
|
|
2,100,000
|
|
Convertible preferred stock
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,400,000
|
|
|
|
2,350,000
|
|
Recent accounting pronouncements
Accounting standards which were not effective until after December 31, 2015 are not expected to have a material impact on the Company’s financial position or results of operations.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 2 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
|
Estimated life
|
|
|
December 31,
2015
|
|
|
June 30,
2015
|
|
|
|
|
|
|
|
|
|
|
Demonstration equipment
|
5 years
|
|
|
51,494
|
|
|
51,494
|
|
Furniture and fixtures
|
5 years
|
|
|
7,747
|
|
|
7,747
|
|
Computer equipment
|
3 years
|
|
|
11,805
|
|
|
11,805
|
|
Water treatment equipment
|
3 years
|
|
|
33,624
|
|
|
33,624
|
|
Warehouse equipment
|
3 years
|
|
|
900
|
|
|
900
|
|
Vehicle
|
5 years
|
|
|
4,500
|
|
|
4,500
|
|
Less: Accumulated depreciation
|
|
|
|
(50,545)
|
|
|
(33,347)
|
|
|
|
|
$
|
59,525
|
|
$
|
76,723
|
|
For the six months ended December 31, 2015 and 2014, depreciation expense amounted to $17,198 and $7,006 respectively. During the six months ended December 31, 2015, $8,406 of the total depreciation expense has been recorded in cost of sales and $8,792 of depreciation expense has been included in general and administrative expenses.
NOTE 3 – BUSINESS ACQUISITION
On October 31, 2014 AGT Soft Wave, a wholly-owned subsidiary of the Company, acquired certain assets, constituting a business, from Soft Wave Innovations Inc., a third party, in exchange for 775,000 shares of the Company’s common stock valued at $767,250 or $0.99 per share under the terms of the Asset Purchase Agreement by and among the Company, AGT Soft Wave and Soft Wave. The purpose of the acquisition was to acquire certain assets of Soft Wave. The fair value of the shares of the common stock were based on the quoted trading price on the closing date of the transaction (see Note 6). The assets that were acquired included customer contracts, trade names, inventory, tools and parts, and demonstration contracts related to the prior joint venture with Soft Wave. The Company accounted for the acquisition utilizing the purchase method of accounting in accordance with ASC 805 “Business Combinations”. Accordingly, the Company applied push–down accounting and adjusted to fair value all of the assets acquired directly on the financial statements of the subsidiary, AGT Soft Wave.
The purchase price paid by the Company had been allocated to assets acquired on the records of the Company as follows:
Inventory
|
|
$
|
8,373
|
|
Customer and demonstration contracts and trade names – intangible assets *
|
|
|
758,877
|
|
Purchase price
|
|
$
|
767,250
|
|
* At June 30, 2015, the Company’s management determined that these assets were fully impaired and recorded an impairment loss equal to the aggregate carrying value of these assets of $657,693.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 3 – BUSINESS ACQUISITION (continued)
The following table summarizes the unaudited pro forma consolidated results of operations as if the Company’s acquisition of assets of Soft Wave had occurred on July 1, 2014:
|
|
For the six months ended
December 31, 2015
|
|
|
For the six months ended
December 31, 2014
|
|
|
|
As Reported
|
|
|
Pro Forma
|
|
|
As Reported
|
|
|
Pro Forma
|
|
Net Revenues
|
|
$ |
151,886 |
|
|
$ |
151,886 |
|
|
$ |
475,257 |
|
|
$ |
615,392 |
|
Loss from operations
|
|
|
(292,208 |
) |
|
|
(292,208 |
) |
|
|
(1,959,676 |
) |
|
|
(2,016,702 |
) |
Net Loss
|
|
|
(304,769 |
) |
|
|
(304,769 |
) |
|
|
(1,968,959 |
) |
|
|
(2,025,803 |
) |
Net Loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$ |
(0.01 |
) |
|
|
(0.01 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.10 |
) |
The unaudited pro forma consolidated income statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved if the Company and acquisition of assets of Soft Wave had been completed at the beginning of fiscal year 2015, or results that may be obtained in any future period.
NOTE 4 – LOANS AND NOTES PAYABLE
Loan payable
In March 2015, an unrelated party loaned a total of $50,000 to the Company. This loan is non-interest bearing and is due on demand. The proceeds were used for working capital purposes. As of December 31, 2015, loan payable amounted to $50,000.
Between August 2015 and September 2015, unrelated parties loaned a total of $127,155 to the Company. These loans are non-interest bearing and due on demand. The proceeds were used for working capital purposes.
As of December 31, 2015, loans payable amounted to $177,155.
Convertible notes payable – related party
In March 2014 prior to the recapitalization, AGT Arizona issued 3% convertible promissory notes in the aggregate principal amount of $100,000 to two affiliates of AGT Arizona in payment of advances made in January 2014 and February 2014. Additionally, the note holders are principal stockholders of the Company (see Notes 6), including an entity which is controlled by the Company's sole officer and director. These notes were to mature on June 30, 2014 but were extended to December 31, 2014, and are convertible at any time at either the option of the holder or AGT Arizona into shares of AGT Arizona’s common stock at a conversion price of $0.40 per share. Following the closing of the recapitalization on March 19, 2014, by the terms of the notes these are now convertible into shares of the Company’s common stock at $0.40 per share. At December 31, 2015, the Company had $5,450 in accrued interest on the notes. On December 30, 2014, the maturity date had been extended to July 2015 at which time the Company’s management commence discussion with the lenders for further extensions. In February 2016, the maturity dates of the notes were extended to July 1, 2016.
At December 31, 2015, the principal amounts of these convertible notes amounted to $100,000. The Company has determined that there was no beneficial conversion feature associated with these notes as the conversion price of the notes was higher than the fair value of the Company’s common stock based on a sales transaction that occurred in March 2014.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 4 – LOANS AND NOTES PAYABLE (continued)
Promissory notes (including related party)
Between April 2014 and September 2014, the Company issued 3% promissory notes in the aggregate principal amount of $623,450. One of the note holders is a principal stockholder of the Company which is controlled by the Company’s sole officer and director (see Note 5). These proceeds from these notes were used for working capital purposes. These promissory notes matured on July 1st 2015 at which time the Company’s management commence discussion with the lenders for further extensions. In February 2016, the maturity dates of the notes were extended to July 1, 2016.
At December 31, 2015, the Company had $24,609 in accrued interest on these promissory notes.
Notes payable consisted of the following:
|
|
December 31, 2015
|
|
|
June 30,
2015
|
|
Notes payable – unrelated party
|
|
$ |
400,091 |
|
|
$ |
400,091 |
|
Notes payable – related party (see Note 5)
|
|
|
223,359 |
|
|
|
223,359 |
|
Total notes payable
|
|
$ |
623,450 |
|
|
$ |
623,450 |
|
NOTE 5 – RELATED PARTY TRANSACTIONS
Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.
Through the Company’s former parent, AGT Canada, the Company entered into a general agreement and contract dated in November 2011 with Polarchem. The owners of Polarchem are shareholders of AGT Canada. In February 2014, the AGT Arizona entered into a 30 year license agreement with Polarchem which superseded the Original Agreement with AGT Canada (see Note 7). On November 5, 2015, the Company entered into a Distribution Agreement with Polarchem pursuant to which the Company was appointed a distributor of the Polarchem products in the People's Republic of China, including Hong Kong (see Note 7). In November 2015, the Company prepaid $50,000 against future orders in connection with the Distribution agreement.
In January 2013, the AGT Arizona entered into three independent contractor agreements with Mr. Michael Boyko, the Company’s former Chief Executive Officer, Energistics Consulting, LLC, a company owned by Mr. Rick Barbosa, the Company’s former Chief Operating Officer, and Mr. James Mack (see Note 7). These agreements were terminated on September 2, 2015.
In March 2014, the AGT Arizona issued 3% convertible promissory notes in the aggregate principal amount of $100,000 to two affiliates of AGT Arizona in payment of advances made in January 2014 and February 2014. Additionally, one of the note holders is a principal stockholder of the Company and is controlled by the Company’s sole director and sole officer (see Note 4).
Between April 2014 and September 2014, the Company issued a 3% promissory note in the principal amount of $223,359 to a principal stockholder of the Company which is controlled by the Company’s sole director and sole officer (see Note 4).
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 5 – RELATED PARTY TRANSACTIONS (continued)
Between September 2014 and March 2015, the Company’s former COO provided advances to the AGT Arizona for working capital purposes for $18,000. The advance was due on demand and interest free. The Company paid back $3,000 in November 2014 leaving a balance of $15,000 as of December 31, 2015.
Between November 2014 and March 2015, the Company’s former CFO provided advances to the subsidiaries of the Company for working capital purposes for $75,000. The advance was due on demand and interest free. As of December 31, 2015, advances owed to the former CFO amounted to $75,000.
In March 2015, the Company’s former CEO provided advances to the subsidiaries of the Company for $2,500 for working capital purposes. The advance was due on demand and interest free. As of December 31, 2015, advances owed to the former CEO amounted to $2,500.
On August 24, 2015, the former COO and CFO of the Company, converted a total of $90,000 in unsecured loans to secured loans using Uniform Commercial Code (“UCC”) Liens signed by Mr. Mike Boyko, the former CEO of the Company, without the approval of the board of directors of the Company. The Company does not believe the approval of the then board of directors was obtained at the time of the granting of the security interest. The Company has engaged legal counsel to evaluate the validity of the granting of the security interest. If it should be ultimately determined that these former officers and directors have a valid security interest in the Company’s assets, in the event that the Company is unable to satisfy the amounts due them, they could foreclose on the Company’s assets. Such loans to former officers are included in due to related parties as reflected in the accompanying consolidated balance sheet. On November 12, 2015, these former executive officers and directors filed a lawsuit against the Company (see Note 7).
On September 2, 2015, Mr. Boyko, Mr. Barbosa and Ms. Borgen resigned their positions as executive officers of the Company. On September 8, 2015, Mr. John Mooney was appointed the Chief Executive Officer, President and Secretary of the Company. As a result, Mr. Mooney is currently the Company’s sole director and sole officer.
Between October 2015 and December 2015, Mr. Russell Corrigan, then a stockholder of the Company, provided advances to the Company for working capital purposes for an aggregate amount $13,762. The advances are due on demand and interest free. As of December 31, 2015, advances owed to Mr. Corrigan amounted to $13,762. In February 2016, Mr. Corrigan was appointed an executive officer and member of the Company's Board of Directors.
NOTE 6 – STOCKHOLDERS’ DEFICIT
Common stock
In July 2015, the Company sold 200,000 shares of the Company’s common stock for cash and received net proceeds of $100,000 or $0.50 per share.
In November 2015, the Company sold 600,000 shares of the Company’s common stock at $0.25 per share for gross proceeds of $150,000. The Company paid placement agent fees of $14,990 which was charged to additional paid in capital as an offering cost.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 6 – STOCKHOLDERS’ DEFICIT (continued)
Stock options
A summary of the stock options and changes during the period are presented below:
|
|
Number of
Options
|
|
|
Weighted
Average Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual Life
(Years)
|
|
June 30, 2015
|
|
|
3,000,000
|
|
|
|
0.64
|
|
|
|
4.35
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(1,850,000)
|
|
|
|
0.65
|
|
|
|
4.10
|
|
Cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding at December 31, 2015
|
|
|
1,150,000
|
|
|
$
|
0.63
|
|
|
|
3.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2015
|
|
|
1,150,000
|
|
|
$
|
0.63
|
|
|
|
|
|
Options expected to vest
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of options granted during the period ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
A total of 1,850,000 stock options were forfeited due to resignations of employees and consultants during the six months ended December 31, 2015.
Stock options outstanding at December 31, 2015 as disclosed in the above table have $0 intrinsic value at the end of the period. There were no unrecognized option costs as all outstanding options were fully vested at December 31, 2015.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Consulting agreements
In January 2013, through the Company’s wholly owned subsidiary, AGT Arizona entered into three independent contractor agreements with Mr. Michael Boyko, former Chief Executive Officer of AGT Arizona, Energistics Consulting LLC, a company owned by the former Chief Operating Officer of AGT Arizona, Mr. Barbosa, and Mr. James Mack (see Note 6). As compensation for their services per the terms of their respective agreements, the Company paid fees to i) Mr. Boyko of $10,000 per month ii) Energistics Consulting, LLC of $8,000 per month and iii) Mr. Mack of $4,000 per month. Additionally, the Company paid reimbursement for out of pocket travel expenses.
In September 2014, the terms of the consulting agreement with Mr. Boyko, the former Chief Executive Officer, were orally modified pursuant to which the compensation payable under the agreement was increased from $10,000 per month to $12,000 per month. In addition, in September 2014 the terms of a consulting agreement with Energistics Consulting LLC, a company owned by Mr. Rick Barbosa, a former executive officer of the Company, were orally modified pursuant to which the compensation payable under the agreement was increased from $8,000 per month to $12,000 per month.
These agreements contained customary confidentiality provisions and could be terminated by either party upon 30 days notice. Upon the closing of the Share Exchange Agreement in March 2014, Michael C. Boyko, Ricardo A. Barbosa and James Mack were appointed as the board of directors and officers of the Company. Following the closing, Mr. Boyko was also appointed as Chief Executive Officer and President of the Company and Mr. Barbosa was appointed Chief Operating Officer and Secretary of the Company.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 7 – COMMITMENTS AND CONTINGENCIES (continued)
On September 2, 2015, Mr. Boyko, Mr. Barbosa and Mr. Mack resigned their positions as executive officers of the Company and such consulting agreements were terminated on the same date.
General agreement
In November 2011, AGT Canada, AGT Arizona’s former parent, entered into a general agreement and contract (the “Original Agreement”) with Polarchem Associated Limited, Polarchem International Limited and the shareholders of those companies (collectively the “Polarchem”). The AGT Arizona was formed to market and sell Polarchem’s proprietary technology solutions in North America under the terms of this agreement. AGT Canada agreed to act for Polarchem as its exclusive sales and service distributors in the United States, Canada and Mexico.
In February 2014 AGT Arizona entered into a 30 year license agreement with Polarchem Associated Limited, Polarchem International Limited and the shareholders of those companies granting AGT Arizona exclusive rights to the proprietary technology in the United States, Canada and Mexico (the “Territory”) which superseded the Original Agreement dated in November 2011 between AGT Canada and Polarchem. Such license agreement grants AGT Arizona the exclusive rights to use Polarchem’s licensed marks, to manufacture and sell their products and to provide the services within the Territory. AGT Arizona has been granted the right of first refusal to acquire all the assets of Polarchem as defined in the license agreement. AGT Arizona shall use it best efforts to sell, advertise and promote the sale of Polarchem products throughout the Territory.
Distribution agreement
On November 5, 2015, the Company entered into a Distribution Agreement with Polarchem Associated Limited, Polarchem International Ltd. and Chenvitech Ltd. (collectively, "Polarchem") pursuant to which the Company was appointed a distributor of the Polarchem products in the People's Republic of China, including Hong Kong. This new distribution agreement is in addition to the Company’s existing February 2014 30 year agreement with Polarchem granting the Company an exclusive rights to the proprietary technology in the United States, Canada and Mexico. Under the terms of the new agreement, in addition to purchasing the Polarchem products at an agreed upon price, the Company agreed to pay Polarchem a royalty of $0.60 per liter for three years and thereafter such amount as shall be mutually agreed upon by the parties. The agreement requires the Company to satisfy certain minimum purchase quantities before February 28, 2016, as well as for the period ending August 28, 2016. Upon satisfying these purchase requirements, commencing in the second year of the agreement, the Company will be granted manufacturing rights subject to certain sales targets. If the Company fails to meet any of these requirements, the agreement can be terminated by Polarchem upon 90 days notice to us, subject to our ability to cure the breach. If the Company fails to meet the minimum purchase requirements, the Company may extend the term of the agreement for a year at a time by paying Polarchem the balance of any royalties which are due up to the minimum purchase quantities for that year.
The new distribution agreement grants the Company the right to license or sublicense the rights under the agreement, and the Company was also granted the right to sublicense the manufacturing rights within 12 months providing that the Company has achieved certain minimum purchase levels. The new distribution agreement contains customary confidentiality provisions as well as a 24 month non-compete from the termination of the agreement within the PRC. Upon execution of the new distribution agreement, the Company prepaid Polarchem $50,000 against future orders in November 2015.
Operating lease
A lease agreement was signed for office and warehousing space consisting of approximately 5,000 square feet located in Mesa, Arizona with an initial term commencing on March 1, 2012 and expiring on March 1, 2015. In May 2014, the Company entered into a lease amendment whereby 600 plus square feet of office space has been added into the existing lease premises and extending the lease term up to February 28, 2020. The amended lease requires the Company to pay a monthly base rent of $3,300 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on March 1, 2015 as defined in the amended lease agreement.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 7 – COMMITMENTS AND CONTINGENCIES (continued)
Future minimum rental payments required under this operating lease are as follows:
|
|
Total
|
|
|
1 year
|
|
|
2-3 years
|
|
|
4-5 years
|
|
|
5+ years
|
|
Operating lease
|
|
$
|
189,700
|
|
|
$
|
42,700
|
|
|
$
|
91,200
|
|
|
$
|
55,800
|
|
|
|
-
|
|
Total
|
|
$
|
189,700
|
|
|
$
|
42,700
|
|
|
$
|
91,200
|
|
|
$
|
55,800
|
|
|
$
|
-
|
|
Rent expense was $21,962 and $27,324 for the six months ended December 31, 2015 and 2014, respectively.
Patent Assignment
In July 2014, Gary Dean Wilson and Michael Dean Brown, the inventors of certain patented technology used by Soft Wave, assigned all of their right title and interest in and to that certain U.S. Patent No. 8,477,003, Serial No. 13/262.227 for apparatus for generating a multi-vibrational field to the Company in exchange for the payment of royalties. In September 2014, the Company agreed to pay a royalty of an aggregate of 5% to Mr. Wilson and Mr. Brown based on annual gross sales income related to the patent. Payment of royalty shall be on the 15th of the month following the receipt of the associated sales. The royalty shall have a maximum payout of $20 million. In October 2014, the Company orally re-negotiated the payments terms whereby the royalty has increased to 6% and royalties will be paid to Mr. Wilson (2%), Mr. Brown (2%) and three other key Soft Wave associates (2%). The Company expects to enter into a written agreement memorializing the current terms during fiscal 2016. During the six months ended December 31, 2015, the Company recorded royalty expense of $9,113. As of December 31, 2015, the Company has accrued royalty expense of approximately $18,787 in connection with the patent assignment. Between December 2015 and January 2016, the Company paid royalty of $9,048 to Mr. Brown and a total $9,048 to the other 3 key Soft Wave associates.
Throughout 2015, several of the customers acquired by the Company pursuant to the Asset Purchase Agreement (see Note 3) began to cancel existing contracts with the Company. Management undertook an investigation which led to the discovery of potential patent infringement and contract interference by one of the inventors, Mr. Gary Wilson and previous employees, Mr. Bruce Barker, Mr. Stephen Clausi, and Mr. Brian Barker, operating through companies Enhanced Life Water Solutions, LLC and True Water LLC. On December 8, 2015, the Company filed a lawsuit in the United States District Court, District of Arizona alleging ten causes of action against the above-referenced defendants whereby the Company asserted claims for compensatory, consequential and incidental damages not less than $2.0 million plus pre-judgment and post-judgment interest, punitive damages and attorneys’ fee and costs incurred. On December 8, 2015, along with the Complaint, the Company filed for a temporary restraining order and preliminary injunction. The oral argument for the Preliminary Injunction took place on January 28, 2016 and the Court’s ruling is expected by April 18, 2016.
Litigation
As disclosed in Note 5, between September 2014 and March 2015, two of the Company's former executive officers and directors advanced to the Company an aggregate of $90,000 which are interest free advances due on demand. In August 2015, these former executive officers and directors converted these unsecured loans to purported secured loans using Uniform Commercial Code liens signed by the Company's former CEO. The Company does not believe the approval of the then board of directors was obtained at the time of the granting of the security interest and the Company has engaged legal counsel to evaluate the validity of the granting of the security interest. On November 12, 2015, these former executive officers and directors filed a lawsuit against the Company in the Superior Court of State of Arizona, in the County of Maricopa, alleging breach of contract, unjust enrichment and violation of Arizona’s Wage Act.
AMERICA GREENER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 7 – COMMITMENTS AND CONTINGENCIES (continued)
The plaintiffs are asserting claims for compensatory damages on unpaid compensation, unpaid advances and unreimbursed expenses in the approximate amount of $263,000 plus pre and post judgement interest and incurred attorneys’ fees. On December 21, 2015, the plaintiffs filed a first amended complaint to include Russell Corrigan and John Mooney, Executive Officers of the Company together with one shareholder and an investor of the Company as defendants in this complaint.
The Company has engaged counsel to represent the Company in this matter and expect to vigorously defend the action. On February 5, 2016, the Company filed a counter claim against these former executive officers and directors alleging breach of fiduciary duty, breach of contract, breach of implied covenant of good faith and fair dealing, civil conspiracy, unjust enrichment, constructive fraud and negligent misrepresentation. The Company is asserting claims for compensatory, consequential and incidental damages not less than $2.5 million plus punitive damages and attorneys’ fee and costs incurred.
NOTE 8 – SUBSEQUENT EVENTS
In January 2016, the Company received a refundable advance of approximately $75,000 for the purchase of Polarchem products from an unrelated party. Such unrelated party is a party to a Memorandum of Understanding (“MOU”) with the Company dated in October 2015, whereby the unrelated party is interested of acquiring exclusive rights to the Polarchem products for the People’s Republic of China. The unrelated party is required to conduct its due diligence and testing of the Polarchem products in accordance with the MOU. Upon successful conclusion of the product testing, the MOU provides for the parties to enter into a definitive license agreement whereby the unrelated party shall pay the total amount of $1 million as license fee. Additionally, in December 2015, the unrelated party paid a customer deposit of $50,000 towards future demonstration services to be performed by the Company.
On February 1, 2016, the Company and its subsidiary, AGT Softwave, entered into a Distribution Agreement (the “Stina Agreement”) with Stina Resources Ltd. (“Stina”) for the Canadian distribution rights for AGT Soft Wave’s water treatment technology. Pursuant to the Stina Agreement, the Company agreed to grant Stina non-exclusive distribution rights to distribute products of AGT Soft Wave within Canada. Within 30 days of the execution of the Stina Agreement, Stina is to pay CDN$25,000 as consideration for the granting the non-exclusive distribution rights. Stina may at its discretion acquire exclusive distribution rights in Canada from the Company in exchange for an aggregate sum of CDN$250,000 (the “Purchase Price”) comprising of the $25,000 initial payment and three payments of CDN $75,000 upon reaching certain gross monthly revenue threshold. The Company shall retain a royalty of 12% of all gross revenues derived from the sale or lease of the products of AGT Soft Wave in Canada. Upon the payment of the Purchase Price, the term of the exclusive distribution rights will be for a 25 year period subject to earlier termination in accordance with the provision of this Agreement. Two of the shareholders of the Company are also directors of Stina. Mr. Russell Corrigan is a principal stockholder of Stina, however, at the time of the negotiations for the Agreement he had not yet been appointed an executive officer and director of the Company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations for the three and six months ended December 31, 2015 and 2014 should be read in conjunction with the condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A, Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in our Annual Report on Form 10-K for the year ended June 30, 2015, this report, and our other filings with the Securities and Exchange Commission. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.
Overview
We focus on process improvement and environmental solution technologies, for the power, petrochemical, heavy industrial, and commercial market places, both in power generation and water process systems involved in cooling and refrigeration. Our two technologies include AGT Soft Wave which is an electronic alternative to chemical based water treatments for controlling and eliminating scale while providing water conservation for cooling systems through increased cycles and AGT Polarchem which provides environmental and improved operation efficiencies on the fire side of both coal and natural gas.
In July 2014, we were assigned the exclusive patent rights to an apparatus for generating a multi-vibrational field by the inventors and holders of the patent in exchange for the payment of royalty payments. This patent was the basis of certain proprietary technology offered by AGT Soft Wave which enables power plants to run their cooling towers chemical free while meeting cooling tower operational and environmental requirements to control scale and minerals as well as harmful bacteria, and, simultaneously delivering substantial reductions in water consumption. This technology treats the water and eliminates the need to use chemicals to control scaling and bio-film; improves water clarity; and, reduces the chemical residue of pollution related phosphates and nitrates in the water. AGT Soft Wave has continued to service the customers according to their previous contracts since the acquisition of those customer agreements in October 2014.
Our acquisition of the Soft Wave customer service agreements has resulted in increased sales opportunities via cross-selling opportunities between existing and targeted AGT Arizona and AGT Soft Wave customers. These acquired customer service agreements have provided us with an additional revenues ranging from $30,000 to $37,000 per month during the six months ended December 31, 2015. These agreements have been in place for several years with virtually no attrition. The technicians and sales team previously servicing the Soft Wave accounts were initially hired as employees of AGT Soft Wave and continued to service customers that existed at the time of the acquisition. In September 2015, however, we have terminated these employees due to insufficient working capital. Beginning in late December 2015, we have employed one technician, one service installer and one sales person under a full time basis. Consequently, we expect revenues to decrease during fiscal 2016.
AGT Polarchem is a proprietary technology for which we hold a 30-year exclusive license for the U.S., Canada and Mexico that allows soft cleaning of industrial boiler heat transfer surfaces that allows for continued operations during the cleaning process. This online cleaning allows users to optimize their boiler system, thereby reducing fuel consumption while also decreasing pollution and long-term degradation of their equipment. Our target market includes coal fired power plants, petroleum refineries, waste to energy facilities, biomass facilities, incinerators and other similar combustion operations.
Although we do not have any commitments for capital expenditures, we do not have sufficient working capital to fund our operations and satisfy our obligations as they become due. Our lack of working capital is adversely impacting our ability to grow our company and continue our day to day operations. We will need to raise at least $1.3 million to repay debt and provide three months working capital and funds required to invest in AGT Soft Wave to increase our sales and also to provide funding for marketing and sales, IT infrastructure, manufacturing equipment, the purchase of Polarchem inventory for expected contracts, our operating infrastructure, fund the additional costs of our public company reporting obligations and satisfy our obligations as they become due. To date, we have been principally dependent upon advances and loans from related parties to fund our operations and at December 31, 2015 we owe those related parties an aggregate of approximately $430,000. In addition, since April 2014, we have borrowed an additional $400,000 from third parties under promissory notes which matured in July 2015 and additional loan of $50,000 which is non-interest bearing and is due on demand. Between November 2014 and February 2015, we received gross proceeds of $292,000 from the sale of shares of our common stock in a private transactions. In second quarter of fiscal 2016, we received an aggregate net proceeds of $235,000 from the sale of shares of our common stock in a private transaction and third parties lent us an aggregate of $127,000. While we are currently negotiating with this third party to provide additional debt financing to us, there are no assurances the terms will be acceptable to us. There are also no assurances that these related parties will continue to advance funds to us for our working capital needs. Given the small size of our company, the early stage of our operations, we have found it difficult to raise sufficient capital to meet our needs. While we continue to explore a variety of potential sources of equity or debt financing for our company, if we are unable to access capital as needed, our ability to grow our company is in jeopardy and, absent a significant increase in our revenues, we may be unable to continue as a going concern.
Going Concern
We have incurred net losses of approximately $6.0 million since inception through December 31, 2015. The report of our independent registered public accounting firm on our consolidated financial statements for fiscal 2015 contained an explanatory paragraph regarding our ability to continue as a going concern based upon our net losses and cash used in operations. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our consolidated financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate consistent revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
Results of Operations
In fiscal 2015, we generated revenues both from the provision of services associated with our historic business as well as from revenues under the service agreements we acquired as part of our acquisition of Soft Wave in October 2014. During the second quarter of fiscal 2016, all of our revenues were associated with our AGT Soft Wave operations. During the three and six months ended December 31, 2015, our revenues decreased by approximately 89% and 68% , respectively, due to we did not generate any Polarchem revenues related to the completion of services associated with an online cleaning technology as compared to the three and six month ended December 31, 2014.
During the second quarter of fiscal 2016 we began reorganizing our sales and marketing efforts for our AGT Soft Wave operations. While we are growing within our existing clients and the areas of operation such as in Oxnard, California, Salinas California and Yuma, Arizona, our total sales restructuring changes are expected to be built around one salaried sales person who will manage existing clients and our commissioned only compensated sales force. Our commissioned only sales staff will be formed through building relationships in the HVAC, cooling tower and installation industry. Additionally this program is now being expanded to include a hotel service company. Beginning in late December 2015, we have employed one technician, one service installer and one sales person under a full time basis for our AGT Soft Wave operations. This sales program is intended to be sold as an add-on to those existing businesses and new client sales. The plan of expanding in jurisdictions we already have is designed to dramatically lower our servicing and travel expenses and to also transition from demonstration type installs to a sales based installations. Although our analysis of these markets and customers show the ability to significantly increase AGT Soft Wave revenues, we have yet to confirm that we are able to sell to these customers and that a commission-based sales force can be effective.
As described elsewhere in this report, in February 2016, we entered into a Distribution Agreement with Stina Resources Ltd. (“Stina”) for the Canadian distribution rights for AGT Soft Wave’s water treatment technology. We will be entitled to a royalty of 12% of all gross revenues derived from the sale or lease of the products of AGT Soft Wave in Canada. We expect that our revenues will increase in the future as a result of the execution of the Distribution Agreement with Stina, however, we are unable at this time to estimate the amount of the expected increases.
Our cost of sales includes the cost of the product and labor cost. The cost of sales is not expected to change substantially during fiscal 2016, although we do believe we are underpriced given the savings our products provide to our customers. We continue to evaluate what the market price should be for our products and believe that increases in our pricing during fiscal 2016 or beyond as the value continues to be proven via internal data collection, third party testing, and customer testimonials. During the three and six months ended December 31, 2015, our cost of sales decreased by approximately 90% and 74%, respectively, and was primarily attributable to the decrease in our Polarchem revenues.
Our total operating expenses for the second quarter of fiscal 2016 consisted primarily of marketing, selling and administrative expenses, compensation, professional fees, consulting fees, and general and administrative expenses. During the three and six months ended December 31, 2015, we did not have a comparable non-cash compensation associated with stock options granted to our management, employees and a board member for which there were approximately $192,000 and $1,470,000 non-cash compensation during the three and six months ended December 31, 2014, respectively. Our total operating expenses for the three and six months ended December 31, 2015 excluding these non-cash compensation expense decreased 74% and 52%, respectively, as compared to the three and six months ended December 31, 2014. Our operating expenses during the three and six months ended December 31, 2015 have decreased which are primarily attributable to decreases in:
|
●
|
marketing, selling and advertising expenses and consulting expenses decreased during the three and six months ended December 31, 2015 as compared to the prior period and was due to cost cutting measures as a result of lack of working capital;
|
|
|
|
|
●
|
compensation and consulting expense decreased during the three and six months ended December 31, 2015 as compared to the prior period was the result of the resignation of our former officers as well as the termination of seven employees and one independent contractor in September 2015 due to insufficient working capital.
|
|
|
|
|
● |
general and administrative expenses decreased during the three and six months ended December 31, 2015 as compared to the prior period and were due to the decreased in utilities, insurance, travel and transportation expenses due to cost cutting measures as a result of lack of working capital.
|
Liquidity and Capital Resources
Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. At December 31, 2015, we had working capital deficit of approximately $1.3 million as compared to working capital deficit of $1.2 million at June 30, 2015. At December 31, 2015, we had $38,828 in cash as compared to $10,437 in cash at June 30, 2015. Our current assets at December 31, 2015 increased by approximately 38% from June 30, 2015, and included accounts receivable, net, inventory and prepaid and other current assets. Prepaid and other current assets primarily represent approximately $50,000 in prepaid inventory and $10,000 in prepaid legal service which are being amortized over the terms of the agreements. Accounts receivable, net primarily represents amounts due us under service agreement we acquired in October 2014 as part of our acquisition of assets from Soft Wave described elsewhere in this report.
Our current liabilities at December 31, 2015 increased by 8% from June 30, 2015 and included our accounts payable and accrued liabilities in the ordinary course of our business, as well as $723,450 in notes payable, $177,155 loan payable, $50,000 customer deposit and $106,262 due to related parties. Included in these obligations are convertible notes in the principal amount of $100,000. At the option of either the holder or our company, the principal and accrued interest is convertible in whole into shares of our common stock at a conversion price of $0.40 per share. As of the date of this report we have not received conversion notices from any of the note holders. These promissory notes, as amended, mature on July 1, 2016. Additionally, between November 2014 and June 2015 our former COO, CFO and CEO provided advances to us for a total of approximately $95,000 for working capital purposes and currently has an outstanding balance of $92,500. Additionally, between October 2015 and December 2015, Mr. Corrigan, who was subsequently appointed as an executive officer and director of our company, provided advances to us for working capital purposes for an aggregate amount $13,762. These advances are due on demand and bear no interest. During second quarter of 2016, we received proceeds from loans for a total of $127,155. As described elsewhere herein, we do not have sufficient funds to repay these obligations.
Net cash used in operating activities was approximately $348,000 for the second quarter of fiscal 2016 as compared to approximately $525,000 for the second quarter of fiscal 2015. During the second quarter of fiscal 2016 cash was used as follows:
|
●
|
net loss was approximately $305,000, and
|
|
●
|
an increase in our inventory and prepaid expenses and other current assets of approximately $8,000, and $47,000 respectively and
|
|
●
|
a decrease in our accounts receivable, of approximately $30,000, a decrease in our accounts payable and accrued expenses of approximately $88,000 and an increase in customer deposit of $50,000, partially offset by
|
|
●
|
non-cash operating expenses of depreciation of approximately $17,000, and bad debts of $3,300.
|
During the second quarter of fiscal 2015 period cash was used as follows:
|
●
|
net loss was approximately $1.97 million , and
|
|
●
|
An increase in our accounts receivable of approximately $222,000 , and
|
|
●
|
a decrease in our inventory, prepaid expenses and other current assets of approximately $85,000 and an increase in our bank overdraft, accounts payable and accrued expenses of approximately $70,000, partially offset by a
|
|
●
|
non-cash operating expenses of amortization and depreciation of approximately $32,000 and stock based compensation of approximately $1.5 million.
|
Net cash used in investing activities related to the purchase of property and equipment for the six months ended December 31, 2014 was approximately $8,000 as compared to approximately $0 for the six months ended December 31, 2015.
Net cash provided by financing activities for the quarter of fiscal 2016 was approximately $376,000 as compared to approximately $509,000 for the second quarter of fiscal 2015. During the second quarter of fiscal 2016, we received proceeds of approximately $127,000 from the issuance of loans, $235,000 from the issuance of our common stock and related party advance of $13,800. During the second quarter of fiscal 2015, we received proceeds of approximately $289,000 from the issuance of the 3% notes, $200,000 from the issuance of our common stock and related party advances of $23,000.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 to the condensed consolidated financial statements appearing elsewhere in this report affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Recent Accounting Pronouncements
The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
Off Balance Sheet Arrangements
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on his evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer, who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-10-K for the year ended June 30, 2015.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Between September 2014 and March 2015, Mr. Rick Barbosa and Ms. Carrie Borgen, two of the Company's former executive officers and directors advanced to the Company an aggregate of $90,000 which are interest free advances due on demand. In August 2015, these former executive officers and directors converted these unsecured loans to purported secured loans using Uniform Commercial Code liens signed by the Company's former CEO. The Company does not believe the approval of the then board of directors was obtained at the time of the granting of the security interest and the Company has engaged legal counsel to evaluate the validity of the granting of the security interest. On November 12, 2015, these former executive officers and directors filed a lawsuit against the Company in the Superior Court of State of Arizona, in the County of Maricopa, Case No. CV2015-008616, alleging breach of contract, unjust enrichment and violation of Arizona’s Wage Act. The plaintiffs are asserting claims for compensatory damages on unpaid compensation, unpaid advances and unreimbursed expenses in the approximate amount of $263,000 plus pre and post judgement interest and incurred attorneys’ fees. On December 21, 2015, the plaintiffs filed a first amended complaint to include Russell Corrigan and John Mooney, Executive Officers of the Company together with one shareholder and an investor of the Company as defendants in this complaint.
The Company has engaged counsel to represent the Company in this matter and expect to vigorously defend the action. On February 5, 2016, the Company filed a counter claim against these former executive officers and directors alleging breach of fiduciary duty, breach of contract, breach of implied covenant of good faith and fair dealing, civil conspiracy, unjust enrichment, constructive fraud and negligent misrepresentation. The Company is asserting claims for compensatory, consequential and incidental damages not less than $2.5 million plus punitive damages and attorneys’ fee and costs incurred.
Throughout 2015, several of the customers acquired by the Company pursuant to the Asset Purchase Agreement (see Note 3) began to cancel existing contracts with the Company. Management undertook an investigation which led to the discovery of potential patent infringement and contract interference by one of the inventors, Mr. Gary Wilson and previous employees, Mr. Bruce Barker, Mr. Stephen Clausi, and Mr. Brian Barker, operating through companies Enhanced Life Water Solutions, LLC and True Water LLC. On December 8, 2015, the Company filed a lawsuit in the United States District Court, District of Arizona alleging ten causes of action against the above-referenced defendants whereby the Company asserted claims for compensatory, consequential and incidental damages not less than $2.0 million plus pre-judgment and post-judgment interest, punitive damages and attorneys’ fee and costs incurred. On December 8, 2015, along with the Complaint, the Company filed for a temporary restraining order and preliminary injunction. The oral argument for the Preliminary Injunction took place on January 28, 2016 and the Court’s ruling is expected by April 18, 2016.
Item 1A. Risk Factors.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable to our company’s operations.
Item 5. Other Information.
In January 2016, the Company received a refundable advance of approximately $75,000 for the purchase of Polarchem products from an unrelated party. Such unrelated party is a party to a Memorandum of Understanding (“MOU”) with the Company dated in October 2015, whereby the unrelated party is interested of acquiring exclusive rights to the Polarchem products for the People’s Republic of China. The unrelated party is required to conduct its due diligence and testing of the Polarchem products in accordance with the MOU. Upon successful conclusion of the product testing, the MOU provides for the parties to enter into a definitive license agreement whereby the unrelated party shall pay the total amount of $1 million as license fee. Additionally, in December 2015, the unrelated party paid a customer deposit of $50,000 towards future demonstration services to be performed by the Company.
On February 1, 2016, the Company and its subsidiary, AGT Softwave, entered into a Distribution Agreement (the “Stina Agreement”) with Stina Resources Ltd. (“Stina”) for the Canadian distribution rights for AGT Soft Wave’s water treatment technology. Pursuant to the Stina Agreement, the Company agreed to grant Stina non-exclusive distribution rights to distribute products of AGT Soft Wave within Canada. Within 30 days of the execution of the Stina Agreement, Stina is to pay CDN$25,000 as consideration for the granting the non-exclusive distribution rights. Stina may at its discretion acquire exclusive distribution rights from the Company in exchange for an aggregate sum of CDN$250,000 (the “Purchase Price”) comprising of the $25,000 initial payment and three payments of CDN $75,000 upon reaching certain gross monthly revenue threshold. The Company shall retain a royalty of 12% of all gross revenues derived from the sale or lease of the products of AGT Soft Wave in Canada. Upon the payment of the Purchase Price, the term of the exclusive distribution rights will be for a 25 year period subject to earlier termination in accordance with the provision of this Agreement. Two of the shareholders of the Company, including Mr. Russell Corrigan who was subsequently appointed an executive officer and director of our company, are also directors of Stina. Mr. Corrigan did not participate in the negotiations of the Stina Agreement.
On February 15, 2016 Mr. Russell Corrigan was appointed to our Board of Directors to fill a vacancy. On February 15, 2016 Mr. John P. Mooney resigned as our Chief Executive Officer, President and Secretary, positions he had held since September 2015, and Mr. Corrigan was appointed to those positions. Mr. Mooney remains a member of our Board of Directors.
Mr. Corrigan, 42, has served as our General Manager, as well as the General Manager of our AGT Soft Wave subsidiary, since February 2015. Since September 2015 he has been a member of the Board of Directors of Stina Resources Ltd., a Canadian mineral exploration company (CSE: SQA). Mr. Corrigan also serves on the Audit Committee of Stina Resources, Ltd. From September 2003 until July 2014, he served as a registered investment advisor with several Canadian firms investment firms, including Mackie Research Capital Corporation (January 2013 to July 2014), Global Maxfin Capital, Inc. (January 2010 until December 2012), First Canada Capital Partners, Inc. (January 2007 until December 2009) and Bolder Investment Partners Ltd. (September 2003 to December 2006). Mr. Corrigan has been a licensed investment representative in Canada since 1997 and a licensed investment advisor in Canada since 2003.
As described elsewhere in this report, in February 2015 we entered into a Distribution Agreement with Stina Resources Ltd. Mr. Corrigan did not participate in any of the negotiations of this agreement.
We are presently in negotiations with Mr. Corrigan over the terms of his compensation arrangements.
Item 6. Exhibits.
No.
|
Description
|
|
Softwave Product Distribution Agreement dated February 1, 2016 among Stina Resources Ltd., America Greener Technologies, Inc. and AGT Soft Wave, Inc. *
|
|
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
|
|
Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer*
|
|
Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer*
|
101.INS
|
XBRL Instance Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase *
|
101.LAE
|
XBRL Taxonomy Extension Label Linkbase *
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase *
|
101.SCH
|
XBRL Taxonomy Extension Schema *
|
* filed herewith
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.
|
AMERICA GREENER TECHNOLOGIES, INC.
|
|
|
|
February 16, 2016
|
By:
|
/s/ Russell Corrigan
|
|
|
Russell Corrigan, Chief Executive Officer, principal financial and accounting officer
|
27
Exhibit 10.17
SOFTWAVE PRODUCT DISTRIBUTION AGREEMENT
AMONG
STINA RESOURCES LTD.
AND
AMERICA GREENER TECHNOLOGIES, INC.
AND
AGT SOFT WAVE, INC.
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of February 1, 2016
AMONG:
STINA RESOURCES LTD. having an address located at Ste 10 – 8331 River Road, Richmond B.C. V6X 1Y1
(the "Distributor")
OF THE FIRST PART
AND:
AMERICA GREENER TECHNOLOGIES, INC. having an address located at 254 Mulberry Street, Unit 113 Mesa, Arizona, USA 85202
OF THE SECOND PART
AND:
AGT SOFT WAVE, INC. having an address located at 254 Mulberry Street, Unit 113 Mesa, Arizona, USA 85202
OF THE THIRD PART
(AGT and AGT Soft Wave collectively known as the “Manufacturer”)
WHEREAS:
A.
|
AGT has been assigned all right, title and interest in a United States patent (U.S. Patent No. 8,477,003 as attached to Schedule “A” hereof) which describes a technology brand named “Soft Wave” (the pursuant to a patent assignment instrument among AGT and Soft Wave’s inventors: Gary Dean Wilson and Michael Dean Brown;
|
B.
|
AGT and AGT Soft Wave purchased from such inventors pursuant to an asset agreement dated October 31, 2104 further assets incidental and necessary for the commercialization of the Soft Wave products;
|
C.
|
The Distributor wishes to act as the Manufacturer’s Canadian distributor initially as a non-exclusive distributor and upon the attainment of certain performance thresholds and completion of payments as an exclusive distributor.
|
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of one dollar (the receipt and sufficiency of which is hereby acknowledged) the covenants and agreements contained herein, the parties hereto agree as follows:
Page 2
1. Definitions and Interpretation
1.1
|
In this Agreement the following terms will have the following meanings:
|
(a)
|
“Confidential Information" has the meaning as ascribed in Section 4.1(e);
|
(b)
|
“Deposit” has the meaning as ascribed in Section 6.1;
|
(c)
|
“Exclusive Distribution Rights” means the license granted by the Manufacturer to the Distributor granting exclusive distribution rights of the Products to be sold or leased within the Territory by the Distributor on behalf of the Manufacturer upon full payment of the Purchase Price;
|
(d)
|
“Gross Monthly Revenue Threshold” means the gross aggregate proceeds of sales or leases, as the case may be of the Products by the Distributor on behalf of the Manufacturer within the Territory;
|
(e)
|
"Intellectual Property" means any intellectual property relating to the Products, including any patent, patent application, copyright, industrial design, trademark, any rights to patent, copyright, industrial design or trademark in any country, engineering designs, concepts, models, trade secrets, know-how and show-how, and includes any new technology or new products as may hereafter be developed or acquired by the Manufacturer.
|
(f)
|
“Non-Exclusive Distribution Rights” means the license granted by the Manufacturer to the Distributor granting non-exclusive distribution rights of the Products to be sold or leased within the Territory by the Distributor on behalf of the Manufacturer upon the execution of this Agreement and payment of the Deposit;
|
(g)
|
“Product” means those products offered for distribution by way of sale or lease by the Manufacturer to the Distributor which are associated with the Manufacturer’s beneficial ownership of Intellectual Property regarding the Products as further described herein in Schedule “A”;
|
(h)
|
“Purchase Price” means the consideration paid by the Distributor to the Manufacturer in exchange for the Distribution Rights as further described in Section 6.2;
|
(i)
|
“Right of First Refusal” has the meaning as ascribed in Section 5.1(f);
|
(j)
|
“Royalty” has the meaning as ascribed in Section 6.5;
|
(k)
|
“Term” has the meaning as ascribed in Section 3.2; and
|
(l)
|
“Territory” has the meaning as ascribed in Section 2.1.
|
1.2 |
The following is a schedule to this Agreement:
|
Page 3
Schedule "A": Description of the Products
2. Product Distribution and Allocation of Revenue
2.1
|
Until the granting of the Exclusive Distribution Rights from the Manufacturer to the Distributor upon the payment of the Purchase Price, the Manufacturer agrees to grant the Distributor Non-Exclusive Distribution Rights to distribute the Products by way of commercially reasonable efforts [Note: this is the standard of performance used throughout North America – “best efforts” not used anymore] to first lease, and failing lease, to sell, on behalf of the Manufacturer, within Canada (the "Territory"). The Non-Exclusive Distribution Rights hereby conferred do not restrict the Manufacturer from selling or leasing the Products to parties or end-users located in non-exclusive areas designated by the Manufacturer from time to time whether inside or outside of the Territory.
|
2.2
|
The Distributor agrees to distribute the Products, by way of sale or lease, on behalf the Manufacturer and the Distributor acknowledges the superiority of the Manufacturer's Products and agrees to recommend the Manufacturer's Products to potential customers where possible.
|
3. Term and Initial Obligations
3.1
|
Until the granting of the Exclusive Distribution Rights, the Manufacturer will provide the Distributor with Non-Exclusive Distribution Rights upon the execution of this Agreement and payment of the Deposit as defined herein in Section 6.1 of this Agreement.
|
3.2.
|
Upon the payment of the Purchase Price as defined herein in Section 6.2 of this Agreement, the term of the Exclusive Distribution Rights will be for a 25 year period commencing from date the Distributor provides the Purchase Price to the Manufacturer (the "Term") subject to earlier termination in accordance with the provisions of this Agreement. The term of the Exclusive Distribution Rights shall be automatically renewed for further terms of 20 years provided this Agreement is not in any material default that would provide the Manufacturer with bona-fide grounds for termination under Section 11 hereof.
|
4. The Distributor's General Obligations
4.1 The Distributor will:
|
(a)
|
use reasonable efforts in promoting and selling the Products to the Distributor's customers within the Territory;
|
|
(b)
|
all records must be maintained for a period of 6 years and all such records must be made available for inspection and copies by the Manufacturer during normal business hours upon 30 days prior written notice by the Manufacturer;
|
|
(c)
|
provide a quarterly summary of account activity to the Manufacturer, including the status of all offers, contracts, proposals, leases, number of licenses granted and number of Products shipped, Royalty payments and the number of Products returned and/or sent in for repair and the like;
|
|
(d)
|
use reasonable efforts to aid the Manufacturer in the preparation of documents required to close or finance each transaction within the Territory, on and, when requested, assist in the collection of past due accounts. The Distributor will make its best efforts to ensure that all markets and channels of distribution within the Territory are utilized and that no discrimination in favour of any unlicensed products occurs. The Manufacturer will supply to the Distributor duplicates of documents and information sent to any customers at the Distributor's request; and
|
Page 4
|
(e)
|
refrain from disclosing to any person, corporation, association or otherwise, except for the employees of the Distributor who, regarding the Products, may require such disclosure in order to distribute the Products within the Territory, any customer lists, trade secrets, business ideas, know-how and technical information related to the Products or the Intellectual Property (collectively, the "Confidential Information") concerning the business, or any of the Products which the Distributor may acquire during the course of its activities under any agreement between the Manufacturer and the Distributor. In addition, the Distributor will take any and all necessary precautions to prevent any such disclosure by any and all of its employees, officers, directors, representatives, agents or subagents. The Distributor further acknowledges and agrees that any right, title and interest in and to the Confidential Information is vested in the Manufacturer and that such Information is the sole property of the Manufacturer;
|
4.2
|
the Distributor will immediately notify the Manufacturer of any unauthorized disclosure of the Confidential Information.
|
4.3
|
The confidentiality obligations of the Distributor will survive the expiration or termination, for any reason, of this Agreement.
|
5. The Manufacturer's General Obligations
5.1 The Manufacturer will:
|
(a)
|
unless excused by circumstances enumerated in this Agreement, shall deliver to the Distributor the Products for which the Distributor places written orders which are accepted by the Manufacturer, by shipment to locations designated by the Distributor, in accordance with this Agreement. All prices quoted shall be equivalent to the prices of such products sold in the United States converted into and expressed in Canadian currency hereunder do not include such delivery costs and any such costs shall be extra and borne by the customer or end-user. Product deliveries to the Distributor shall be made within 30 calendar days of receipt by the Manufacturer of written orders sent to the Manufacturer by the Distributor;
|
|
(b)
|
provide the Distributor with suggested retail list prices for each of any the Manufacturer’s Products and the Distributor agrees to market the Products according to the Manufacturer’s pricing model.;
|
|
(c)
|
provide reasonable quantities of marketing and sales literature and product lists at the Manufacturer's expense for the Distributor's use in marketing any Product provided that the Manufacturer may in its discretion make direct mailings to end-users and exhibit at industry shows within the Territory;
|
|
(d)
|
the Manufacturer will use reasonable efforts to maintain product superiority of the Products. The Manufacturer will advise the Distributor of improvements or problems which may develop with respect to the Products in writing within 30 days of discovering such improvement and/or problem;
|
Page 5
|
(e)
|
if requested by the Distributor in writing, the Manufacturer will cause the appointment of a designated representative of the Distributor to be appointed as director or officer or both of the Manufacturer;
|
|
(f)
|
the Manufacturer will provide the Distributor with 30 days written notice providing a right of first refusal for the distribution of the Products and any other of product made by the Manufacturer or products whereby the Manufacturer has the distribution rights of products made by Polarchem Associated Limited, Polarchem International Ltd. and Chenvitech Ltd. for distribution within the Territory as well as: the United Kingdom, France, Spain, Portugal, Greece and Cyrus (the “Right of First Refusal”).
|
6. Purchase Price and Royalties
6.1
|
Within 30 days of the execution of this Agreement, the Distributor is to pay the Manufacturer CDN$25,000 (the “Deposit”) as consideration for the Manufacturer granting the Distributor a license granting Non-Exclusive Distribution Rights. The Non-Exclusive Distribution Rights will allow the Products to be sold or leased by the Distributor to customers within the Territory on behalf of the Manufacturer, by invoice and for the amounts referred to on Schedule "A", as amended by the parties from time to time in writing.
|
6.2
|
The Distributor may, at its sole discretion, acquire Exclusive Distribution Rights from the Manufacturer in exchange for an aggregate sum of CDN$250,000 comprising of the Deposit which shall be credited toward such sum, and three separate payments by the Distributor to the Manufacturer upon reaching the following Gross Monthly Revenue Thresholds (all of such three payments collectively with the Deposit known as the “Purchase Price”):
|
|
(a)
|
a payment of CDN$75,000 cash payment immediately after the reaching the CDN$250,000 Gross Monthly Revenue Threshold;
|
|
(b)
|
a payment of CDN$75,000 cash payment immediately after the reaching the CDN$500,000 Gross Monthly Revenue Threshold; and
|
|
(c)
|
a payment of CDN$75,000 cash payment immediately after the reaching the CDN$750,000 Gross Monthly Revenue Threshold.
|
6.3
|
There are no selling thresholds required by the Distributor regarding the distribution of the Products, either by way of sale or lease, whether or not the Distributor possesses Non-Exclusive Distribution Rights or Exclusive Distribution Rights of the Products.
|
6.4
|
The Distributor may, at its sole discretion and without any penalty, make any additional payments to the Manufacturer to accelerate any of the payments comprising of the Purchase Price. Furthermore, any payment made by the Distributor to the Manufacturer does not obligate the Distributor to make any further payment to the Manufacturer.
|
6.5
|
The Manufacturer shall retain a royalty of 12% (twelve percent) of all gross revenues, derived from of all Products sold or leased within the Territory (the “Royalty”). The Royalty is subject to annual review and downward change.
|
Page 6
6.6
|
The Distributor agrees that, in making any and all payments to the Manufacturer under the terms of this Agreement, no deductions for warranty or any such other claims against the Manufacturer will be made, unless the Distributor receives from the Manufacturer prior written approval.
|
6.7
|
The Manufacturer retains all title and interest in any Products which have not been sold or leased and which have been given to the Distributor for distribution purposes. The Manufacturer maintains the absolute right to repossess and resell such Products at any time upon providing written notice.
|
7. Advertising and Use of Name and Trademark
7.1
|
The Distributor, with the cooperation of the Manufacturer, shall carry out a general marketing and advertising program for the Products in the Territory.
|
7.2
|
All the Products shall bear such trademarks as the Manufacturer shall determine and shall be supplied by the Manufacturer on this basis. The Distributor may also include its own name and trademark providing same does not obscure the Manufacturer trademark. The Distributor may indicate in signs, advertising materials or similar publicity that it is an authorized dealer of the Products. All such materials will first be provided to the Manufacturer for comment before publication or display.
|
7.3
|
There are no obligations by the Distributor to spend any minimum amount on marketing and advertising the Products.
|
8. Warranties
8.1
|
The Manufacturer hereby provides the Distributor with the limited warranty summarized below with respect to the Products:
|
|
(a)
|
All the Products supplied to the Distributor pursuant to this Agreement shall be free from manufacturing defects for a one-year period from delivery. In the event any the Manufacturer Product proves to be defective when correctly installed, properly maintained and used as directed, such equipment shall be repaired or replaced at the Manufacturer's expense on site. The Products requiring repair after the one-year period or as a result of abusive or improper use will be repaired or replaced by the Manufacturer, on a fully loaded cost basis.
|
8.2
|
In no event shall the Manufacturer be responsible for consequential damages resulting from the supply of any defective Product and such limitation shall include lost profits and the like. This includes theft from a site where a unit has been installed by Distributor.
|
9. Indemnity
9.1
|
The Distributor will indemnify and hold the Manufacturer harmless from and against any claims, damages, suits, actions of every kind or nature arising out of the activities of the Distributor hereunder including the failure of the Distributor to perform its obligations under this Agreement, and any collateral warranties or other liabilities created by acts of the Distributor in conjunction with the distribution of the Products either by sale or lease.
|
Page 7
9.2
|
The Manufacturer will indemnify and hold the Distributor harmless from and against any claims, damages, suits, actions of every kind or nature arising out of the provision of the Products by the Manufacturer to the Distributor or its customers.
|
10. Representations and Warranties
10.1
|
The Manufacturer and the Distributor represent and warrant each to the other as follows:
|
|
(a)
|
as it pertains to the Manufacturer, a company duly organized, validly existing and in good standing under the laws of its respective government jurisdictions and has the corporate power to enter into and carry its obligations under this Agreement, including the requisite corporate power and authority to grant Non-Exclusive Distribution Rights and Exclusive Distribution Rights, and that this Agreement has been duly authorized by all necessary corporate actions and constitutes a valid and binding obligation on the part of the Manufacturer and the Distributor; and
|
|
(b)
|
neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will violate or constitute a default under any agreement or instrument to which the Manufacturer or the Distributor is a party or by which their right, title and interest in any the Manufacturer Product may be affected.
|
10.2
|
The Distributor covenants, represents and warrants to the Manufacturer as follows:
|
|
(a)
|
the Distributor concedes the Manufacturer's ownership of rights, title and interest in the Manufacturer's Intellectual Property (including the Products);
|
|
(b)
|
the Distributor agrees that all right, title, interest and goodwill endure to the Manufacturer;
|
|
(c)
|
the Distributor agrees that any rights subsequently acquired with respect to the Manufacturer's Intellectual Property or similar property are assigned to the Manufacturer;
|
|
(d)
|
the Distributor undertakes not to contest validity of the Manufacturer's rights in the Manufacturer's Intellectual Property;
|
|
(e)
|
the Distributor agrees to take no actions which might impair or interfere with the Manufacturer's rights in the Manufacturer's Intellectual Property;
|
|
(f)
|
the Distributor agrees not to seek any trade mark, copyright, patent, or industrial design registrations anywhere in connection with the Manufacturer's Intellectual Property or similar property, except as directed by the Manufacturer in writing;
|
|
(g)
|
the Distributor agrees not to adopt or use any property similar to the Manufacturer's Intellectual Property during term and thereafter;
|
|
(h)
|
the Distributor shall not associate or commingle the Manufacturer's Intellectual Property with other intellectual property without the Manufacturer's prior consent;
|
|
(i)
|
the Distributor agrees not to use the Manufacturer's Intellectual Property in an unauthorized manner and, in particular, not to use it in the Distributor's name or as a name or part of a name of any other corporate legal entity, unless agreed to by the Manufacturer in writing;
|
Page 8
|
(j)
|
the grant of distributorship is subject to compliance with terms, and a breach constitutes infringement of the Manufacturer's Intellectual Property;
|
|
(k)
|
the Distributor agrees the uniqueness of the Manufacturer's Intellectual Property, difficulty of assessing damages from unauthorized use and propriety of injunctive relief;
|
|
(l)
|
if necessary, the Distributor agrees to assist the Manufacturer with the procurement of trade mark, copyright and industrial design protection, as applicable, including cooperating in registered user application of such other applications or filings as are required to effect necessary trade mark, copyright, patent and industrial design protection at the Manufacturer's expense;
|
|
(m)
|
the Distributor agrees to notify the Manufacturer of all unauthorized uses, infringements of the Intellectual Property, imitations and any other claims against the interests of the Manufacturer and assist the Manufacturer in enforcement of trade mark, copyright, patent and industrial design protection;
|
|
(n)
|
if mutually agreed to by all parties in writing, the Distributor agrees that the Manufacturer may have the right to decide whether to take action against infringements and imitations or defend against any action, and the Distributor to cooperate in any such action or defense; and
|
|
(o)
|
the Distributor agrees not to institute suit or take any action against infringement or imitations without prior written consent of the Manufacturer.
|
11. Termination
11.1
|
Upon providing 60 days prior written notice, this Agreement may be terminated by the Manufacturer prior to the expiry of this Agreement at its discretion and without prejudice to other remedies to which it may be entitled in the following events:
|
|
(a)
|
if the Distributor fails to provide Royalty payments when due;
|
|
(b)
|
if the Distributor fails to provide samples/statements/access to the Distributor's facilities or records;
|
|
(c)
|
forthwith in the event the Distributor becomes insolvent, makes an assignment for the benefit of its creditors or seeks protection under bankruptcy legislation or otherwise acts in a manner reasonably seen to be unprofessional or disreputable; or
|
11.2
|
Upon providing 30 days written notice, this Agreement may be terminated by the Distributor prior to the expiry of this Agreement at its discretion and without prejudice to other remedies to which it may be entitled in the following events:
|
|
(a)
|
forthwith in the event the Manufacturer makes an assignment for the benefit of its creditors or seeks protection under bankruptcy legislation; and
|
Page 9
|
(b)
|
upon demand to cure a default in the Products if the Manufacturer is in default in the performance of any material obligation hereunder which is not then corrected.
|
11.3
|
For greater certainty, the parties agree that, both during and after the performance of their responsibilities under this Agreement, each of them shall make bona fide efforts to resolve any disputes arising between them by amicable negotiations and provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations. Failing such bona fide efforts to resolve any issues, the parties shall attempt to resolve all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person appointed by the British Columbia International Commercial Arbitration Centre administered under its Mediation Rules. If the dispute cannot be settled within 30 days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre, pursuant to its Rules. In the absence of any written agreement otherwise, the place of arbitration shall be Vancouver, British Columbia.
|
12. Independent Contractor Relationship
12.1
|
The Distributor agrees that, with respect to all matters relating to this Agreement, the Distributor will be deemed to be an independent contractor and nothing contained herein or done hereunder will be construed as constituting either party the agent of the another. Nothing contained herein or done hereunder will be construed as binding the Manufacturer by any other agreement entered into by the Distributor with any party other than the Manufacturer.
|
12.2
|
The parties also acknowledge that no partnership or joint venture relationship is created by the parties upon the execution of this Agreement and that the Agreement has been negotiated at arm’s length upon the parties.
|
13. Force Majeure
13.1
|
the Distributor understands and acknowledges that the Manufacturer will not be liable for any loss, damage, detention, delay or failure to perform in whole or in part resulting from causes beyond the Manufacturer's control, including, but not limited to, fires, strikes, insurrections, riots, embargoes, acts of God, delays in transportation, inability to obtain supplies of raw materials, or requirements or regulations of any government or any other civil or military authority.
|
14. Notices
14.1
|
Any notice required or permitted to be given or delivery required to be made to any party may be effectively given or delivered if it is delivered personally or by mail, email or facsimile at the addresses or telephone numbers set out above or to such other address or telephone number as the party entitled to or receiving such notice may notify the other party as provided for herein. Delivery shall be deemed to have been received:
|
|
(a)
|
the same day if given by personal service or if transmitted by facsimile or email; and
|
(b) the fifth business day next following the day of posting if sent by regular post.
Page 10
15. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the provisions will be deemed to be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement.
16. Assignment
The Distributor may not transfer, assign or sub-lease this Agreement or any part thereof without the Manufacturer's prior written approval, which approval may be unreasonably withheld. This Agreement will be binding upon and will enure to the benefit of the Manufacturer and its successors and assigns, and will be binding upon and enure to the benefit of the Distributor and its successors and permitted assigns.
17. No Implied Waivers
The failure of either party at any time to require performance by the other party of any provision hereof will not affect in any way the right to require such performance at any later time nor will the waiver by either party of a breach of any provision hereof be taken or held to be a subsequent waiver.
18. Governing Law
This Agreement will be construed and interpreted in accordance with the laws of the Province of British Columbia, Canada and the parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia, Canada.
19. Headings
The headings used in this Agreement are inserted for the convenience of reference only, and will not in any way affect the interpretation of, or limit or amplify, the provisions of this Agreement.
20. Currency
Unless otherwise stated, all references to currency herein are to the currency of Canada.
21. Entire Agreement
This Agreement and the supplementary agreements hereto constitute the entire agreement and understanding between the parties with respect to the subject matter herein as of the date, of this Agreement and supersedes all prior agreements, whether oral or written. The recitals and schedules hereto form a part of this Agreement and are incorporated by reference into this Agreement. This Agreement replaces and supersedes a certain Memorandum of Understanding dated December 1, 2015 between Stina Resources Ltd. and American Greener Technologies Corporation (the dba name for AGT)
22. Amendments
No amendment, modification, discharge or rescission of this Agreement will be valid, effective or binding unless, and only to the extent as, set out in writing delivered personally or by email or facsimile on a concurrent or subsequent date thereto, signed by a duly authorized representative of each party.
Page 11
23. General and Further Assurance
Each party will at its expense execute and deliver such further and other documents and instruments, and do such further and other acts and things, both before and after the execution of this Agreement, as may be necessary to carry out and give effect to the full intent of this Agreement.
24. Execution in Counterpart
This Agreement may be executed in several parts in the same form and such parts as so executed will together form one original agreement, and such parts, if more than one, will be read together and construed as if all the signing parties hereto had executed one copy of this Agreement, and any facsimile signature shall be taken as an original.
[The remainder of this page is left intentionally blank.]
Page 12
IN WITNESS WHEREOF the parties have entered into this Agreement by their duly authorized representatives effective as of the date first set out above.
STINA RESOURCES LTD.
/s/ James Corrigan
Per: Authorized Signatory
AMERICA GREENER TECHNOLOGIES, INC.
/s/ John Mooney
Per: Authorized Signatory
AGT SOFT WAVE, INC.
/s/ John Mooney
Per: Authorized Signatory
SCHEDULE "A"
DESCRIPTION OF THE PRODUCTS
Each Soft Wave unit referred to in this agreement is an electronic device that AGT produces. The unit includes an enclosed set of rods bound in copper wire, intended to be wrapped around various sizes of water pipes that will be affected. The unit also includes an electronic control device with power source, to provide current to the wires, thus producing an electrical Gauss Field across the pipe.
The Softwave Units come in various sizes from 1” to 12” inch pipe diameters. The Unit Price for Stina shall be Cost of Unit + 20% markup.
The Unit Royalty payable to AGT has been agreed to at 12%
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, Russell Corrigan, certify that:
1.
|
I have reviewed this report on Form 10-Q for the period ended December 31, 2015 of America Greener Technologies, Inc.;
|
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(s) 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(s) 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.
|
|
|
|
Dated: February 16, 2016
|
|
/s/ Russell Corrigan
Russell Corrigan, Chief Executive Officer, principal executive officer
|
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
I, Russell Corrigan, certify that:
1.
|
I have reviewed this report on Form 10-Q for the period ended December 31, 2015 of America Greener Technologies, Inc.;
|
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(s) 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(s) 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.
|
|
|
|
Dated: February 16, 2016
|
|
/s/ Russell Corrigan
Russell Corrigan, principal financial and accounting officer
|
EXHIBIT 32.1
Section 1350 Certification
In connection with the Quarterly Report of America Greener Technologies, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Russell Corrigan, Chief Executive Officer and principal financial and accounting officer of the Company, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|
February 16, 2016
|
|
Russell Corrigan, Chief Executive Officer, principal executive officer, principal financial and accounting officer
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
v3.3.1.900
X |
- DefinitionIf the value is true, then the document is an amendment to previously-filed/accepted document.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate "Yes" or "No" whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ References
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
CONSOLIDATED BALANCE SHEETS - USD ($)
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Current assets: |
|
|
Cash |
$ 38,828
|
$ 10,437
|
Accounts receivable, net |
20,830
|
54,217
|
Inventory |
59,067
|
51,093
|
Prepaid expenses and other current assets |
63,630
|
16,699
|
Total current assets |
182,355
|
132,446
|
Other assets: |
|
|
Property and equipment, net |
59,525
|
76,723
|
Intangible assets, net |
1,601
|
1,601
|
Deposit |
3,500
|
3,500
|
Total other assets |
64,626
|
81,824
|
Total assets |
246,981
|
214,270
|
Current liabilities: |
|
|
Accounts payable and accrued liabilities |
381,854
|
470,301
|
Convertible notes payable - related party |
100,000
|
100,000
|
Notes payable |
400,091
|
400,091
|
Notes payable - related party |
223,359
|
223,359
|
Loans payable |
177,155
|
50,000
|
Customer deposit |
50,000
|
0
|
Due to related parties |
106,262
|
92,500
|
Total current liabilities |
1,438,721
|
$ 1,336,251
|
Commitments and contingencies (Note 7) |
|
|
Stockholders' deficit: |
|
|
Preferred stock, $0.001 par value, 5,000,000 shares authorized: none shares issued and outstanding |
0
|
$ 0
|
Common stock, $0.001, 75,000,000 shares authorized: 21,284,848 shares and 20,484,948 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively |
21,285
|
20,485
|
Additional paid in capital |
4,823,410
|
4,589,200
|
Accumulated deficit |
(6,036,435)
|
(5,731,666)
|
Total stockholders' deficit |
(1,191,740)
|
(1,121,981)
|
Total liabilities and stockholders' deficit |
$ 246,981
|
$ 214,270
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFor an unclassified balance sheet, the amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business, reduced to their estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.9) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.5) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 3 -Article 5
+ Details
Name: |
us-gaap_AccountsReceivableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.30(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 31 -Article 5
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.18) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 12 -Article 7
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.9) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6801-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.(a),19) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14326-108349
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.17) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe current portion of money or property received from customers which is either to be returned upon satisfactory contract completion or applied to customer receivables in accordance with the terms of the contract or the understandings.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CustomerDepositsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.8,17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DepositAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 35 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655945&loc=d3e3927-108312
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.32) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 25 -Article 7
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe aggregate carrying amounts, as of the balance sheet date, of assets not separately disclosed in the balance sheet.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 10 -Article 7
+ Details
Name: |
us-gaap_OtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_OtherAssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 8 -Article 5
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Assets [Abstract] |
|
|
Preferred Stock, par value |
$ 0.001
|
$ 0.001
|
Preferred Stock, shares authorized |
5,000,000
|
5,000,000
|
Preferred Stock, shares issued |
0
|
0
|
Preferred Stock, shares outstanding |
0
|
0
|
Common Stock, par value |
$ 0.001
|
$ 0.001
|
Common Stock, shares authorized |
75,000,000
|
75,000,000
|
Common Stock, shares issued |
21,284,848
|
20,484,948
|
Common Stock, shares outstanding |
21,284,848
|
20,484,948
|
X |
- References
+ Details
Name: |
us-gaap_AssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
v3.3.1.900
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
|
3 Months Ended |
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Revenues [Abstract] |
|
|
|
|
Net revenues - services |
$ 50,582
|
$ 475,257
|
$ 151,886
|
$ 475,257
|
Cost of revenues - services |
9,399
|
97,753
|
25,737
|
97,753
|
Gross profit |
41,183
|
377,504
|
126,149
|
377,504
|
Operating expenses: |
|
|
|
|
Marketing, selling and advertising expenses |
850
|
32,725
|
1,799
|
87,849
|
Compensation expense |
27,851
|
374,018
|
195,224
|
1,682,474
|
Professional fees |
58,296
|
75,753
|
95,401
|
134,247
|
Consulting fees |
33,512
|
107,020
|
49,012
|
231,520
|
General and administrative |
22,994
|
158,557
|
76,921
|
201,090
|
Total operating expenses |
143,503
|
748,073
|
418,357
|
2,337,180
|
Loss from operations |
(102,320)
|
(370,569)
|
(292,208)
|
(1,959,676)
|
Other expense |
|
|
|
|
Interest expense |
(6,521)
|
(4,925)
|
(12,561)
|
(9,283)
|
Total other expense |
(6,521)
|
(4,925)
|
(12,561)
|
(9,283)
|
Loss before provision for income taxes |
(108,841)
|
(375,494)
|
(304,769)
|
(1,968,959)
|
Provision for income taxes |
0
|
0
|
0
|
0
|
Net loss |
$ (108,841)
|
$ (375,494)
|
$ (304,769)
|
$ (1,968,959)
|
WEIGHTED AVERAGE COMMON SHARES Basic and Diluted |
21,115,283
|
19,791,081
|
20,892,457
|
19,398,048
|
NET LOSS PER COMMON SHARE: OUTSTANDING - Basic and Diluted |
$ (0.01)
|
$ (0.02)
|
$ (0.01)
|
$ (0.10)
|
X |
- DefinitionA fee charged for services from consulting such as doctors, lawyers and accountants. The term is often expanded to include other consulting, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
+ References
+ Details
Name: |
fil_ConsultingFees |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionExpenditures for salaries of officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. For commercial and industrial companies, excludes any direct and overhead labor that is included in cost of goods sold.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_OfficersCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ References
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents a sum total of expenses not separately reflected on the income statement for the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.7) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4,6) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_OtherExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OtherExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 946 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07.2(a),(b),(c),(d)) -URI http://asc.fasb.org/extlink&oid=6488393&loc=d3e606610-122999
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 946 -SubTopic 225 -Section 45 -Paragraph 3 -Subparagraph (k) -URI http://asc.fasb.org/extlink&oid=6488370&loc=d3e13550-115849
+ Details
Name: |
us-gaap_ProfessionalFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_RevenuesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total amount of expenses directly related to the marketing or selling of products or services.
+ References
+ Details
Name: |
us-gaap_SellingAndMarketingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAverage number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).
+ References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
STATEMENTS OF CASH FLOWS - USD ($)
|
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net Loss |
$ (304,769)
|
$ (1,968,959)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |
|
|
Amortization and Depreciation |
17,198
|
32,302
|
Bad debts |
3,264
|
0
|
Stock based compensation |
0
|
1,469,870
|
Changes in operating assets and liabilities |
|
|
Accounts receivable |
30,123
|
(222,130)
|
Inventory |
(7,974)
|
60,244
|
Prepaid expenses and other current assets |
(46,931)
|
24,758
|
Bank overdraft |
0
|
11,574
|
Accounts Payable and Accrued Liabilities |
(88,447)
|
67,082
|
Customer deposit |
50,000
|
0
|
Net cash used in operating activities |
(347,536)
|
(525,259)
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchase of property and equipment |
0
|
(8,205)
|
Net cash used in investing activities |
0
|
(8,205)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from notes payable |
0
|
288,579
|
Proceeds from loan payable |
127,155
|
0
|
Proceeds from related party advances |
13,762
|
23,000
|
Payments made for related party advances |
0
|
(3,000)
|
Proceeds from issuance of common stock |
235,010
|
200,000
|
Net cash provided by financing activities |
375,927
|
508,579
|
Net increase (decrease) in cash |
28,391
|
(24,885)
|
Cash at beginning of Period |
10,437
|
24,885
|
Cash at end of Period |
38,828
|
0
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWINFORMATION: |
|
|
Cash Paid for Interest |
0
|
0
|
Cash Paid for Income Taxes |
0
|
0
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
Issued a note payable to settle accounts payable |
0
|
20,000
|
Issuance of common stock in connection with Asset Purchase Agreement |
$ 0
|
$ 767,250
|
X |
- References
+ Details
Name: |
fil_IssuanceOfCommonStockInConnectionWithAssetPurchaseAgreement |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
fil_IssuedNotePayableToSettleAccountsPayable |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
fil_SupplementalDisclosureOfNoncashInvestingAndFinancingActivitiesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 830 -SubTopic 230 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49171198&loc=d3e33268-110906
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_DepreciationDepletionAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the period in the amount of customer money held in customer accounts, including security deposits, collateral for a current or future transactions, initial payment of the cost of acquisition or for the right to enter into a contract or agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInCustomerDeposits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInInventories |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other current operating assets not separately disclosed in the statement of cash flows.
+ References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherCurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of cash paid for interest during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4297-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_InterestPaid |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Investing Activities -URI http://asc.fasb.org/extlink&oid=6516133
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3213-108585
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCash received from principal payments made on loans related to operating activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_ProceedsFromLoans |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe net cash inflow or outflow from the excess drawing from an existing cash balance, which will be honored by the bank but reflected as a loan to the drawer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3095-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 9 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3098-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromRepaymentsOfBankOverdrafts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.5) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ProvisionForDoubtfulAccounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
Dec. 31, 2015 |
Organization And Summary Of Significant Accounting Policies |
|
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Organization
Nature
of Business
America
Greener Technologies, Inc. (formerly Osler Incorporated) (the Company) was incorporated in the State of Nevada on
July 30, 2004. The Companys business is focused on marketing and selling two process improvement technologies, Polarchem
and Soft Wave in North America. Polarchem is a proprietary chemical solution for cleaning inside boilers for thermal power generation.
Soft Wave is an electronic alternative to chemical and water softening treatments primarily used in cooling towers or situations
of high mineral content in water.
The
Company has a license agreement with Polarchem to sell Polarchems products (see Note 8). The Companys product is
AGT Polarchem chemistry that allows online cleaning of boiler tube and heat transfer surfaces to provide boiler
optimization and combustion efficiency to a wide variety of customers including coal fired power plants, petroleum refineries,
and waste to energy facilities, biomass combustion processes, incinerators, fuel oil burners, naval vessels and other similar
combustion processes. AGT Arizona (as hereinafter defined) was a former subsidiary of America Greener Technologies Corporation,
a British Columbia company (AGT Canada).
On
October 31, 2014 AGT Soft Wave, Inc. (AGT Soft Wave), a newly formed Nevada corporation that is a wholly-owned subsidiary
of the Company, acquired certain assets from Soft Wave Innovations, Inc., an Arizona corporation (Soft Wave), in exchange
for 775,000 shares of the Companys common stock valued at $767,250 or $0.99 per share under the terms of an asset purchase
agreement (the Asset Purchase Agreement) by and among the Company, AGT Soft Wave and Soft Wave. The assets that were
acquired included customer contracts, trade names, inventory, tools and parts, and demonstration contracts related to the prior
joint venture with Soft Wave. As of June 30, 2015, the Companys management determined that these assets were
fully impaired and recorded an impairment loss equal to the aggregate carrying value of these assets. AGT Soft Waves principal
business is focused on the development, manufacturing, marketing and servicing of certain water treatment technology related to
an apparatus for generating a multi-vibrational field in worldwide residential, commercial and industrial markets including energy
and power generation, petroleum and petrochemical, mining and mineral processing. The Company uses a certain patented technology
that reduces and eliminates chemical water treatment which also helps reduce maintenance cost and conserve water.
Recapitalization
On
February 25, 2014, America Greener Technologies Corporation, a private Arizona corporation ("AGT Arizona"), which is the
historical business, entered into a Share Exchange Agreement with the Company (formerly Osler Incorporated) and the shareholders
of AGT Arizona whereby the Company agreed to acquire all of the issued and outstanding capital stock of AGT Arizona in exchange
for 15,000,000 shares of the Companys common stock. On March 19, 2014 the transaction closed and AGT Arizona is now a wholly-owned
subsidiary of the Company. Prior to the acquisition of AGT Arizona, the Company was a shell company.
At
closing, the Company issued 15,000,000 shares of its common stock to the shareholders of AGT Arizona who obtained approximately
86% voting control and management control of the Company. The transaction was accounted for as a reverse acquisition and recapitalization
of AGT Arizona whereby AGT Arizona is considered the acquirer for accounting purposes. The consolidated financial statements
after the acquisition include the balance sheets of both companies at historical cost, the historical results of AGT Arizona and
the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial
statements and footnotes has been retroactively restated to reflect the recapitalization (see Note 7).
On
February 25, 2014, AGT Arizona changed its fiscal year end to June 30 from December 31.
Basis
of presentation and going concern
The
consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United
States of America ("US GAAP") and the rules and regulations of the U.S Securities and Exchange Commission for Interim
Financial Information. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal
recurring items) necessary to present fairly the Company's financial position as of December 31, 2015, and the results of operations
and cash flows for the six months ended December 31, 2015 and 2014 have been included. The results of operations for the six months
ended December 31, 2015 are not necessarily indicative of the results to be expected for the full year.
The
consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for
the year ended June 30, 2015, which are contained in the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission (SEC) on October 13, 2015. The consolidated balance sheet as of June 30, 2015 was derived from
those financial statements.
As
reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of
approximately $305,000 and $348,000, respectively, for the six months ended December 31, 2015. Additionally the Company
had an accumulated deficit of approximately $6.0 million and working capital deficit of approximately $1.3 million at December
31, 2015. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future
and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due. The Companys ability to raise additional capital through the future issuances of common stock is unknown.
The obtainment of additional financing, the successful development of the Companys contemplated plan of operations, and
its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.
Uncertainty
regarding these matters, raises substantial doubt about the Companys ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern. While the Company believes in the viability of its strategy to generate revenues, there can be no assurances
to that effect.
Use
of estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial
statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates
include the valuation of deferred tax assets, intangible assets, stock based compensation and the useful lives of property and
equipment.
Cash
and cash equivalents
The
Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less,
when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation. The Companys accounts at this institution are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2015, the Company had not reached
bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution,
the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
Accounts
receivable and allowance for doubtful accounts
The
Company has a policy of providing on allowance for doubtful accounts based on its best estimate of the amount of probable credit
losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether
an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of
an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense and included
in the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As
of December 31, 2015 and June 30, 2015, allowance for doubtful accounts amounted to $12,872 and $9,609, respectively. The Company
recorded bad debt expense of $3,264 during the six months ended December 31, 2015.
Inventory
Inventory,
consisting of finished goods related to the Companys products, are stated at the lower of cost or market utilizing the first-in,
first-out method.
Prepaid
expenses and other current assets
Prepaid
expenses and other current assets of $63,630 and $16,699 at December 31, 2015 and June 30, 2015, respectively, consist primarily
of costs paid for future services which will occur within a year. Prepaid expenses included prepayments in cash for rent, consulting
and inventory which are being amortized over the terms of their respective agreements.
Fair
value measurements and fair value of financial instruments
Fair
value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company
classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs
used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while
unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified
under the following hierarchy:
|
● |
Level
1Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; |
|
● |
Level
2Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace
for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and |
|
● |
Level
3Unobservable inputs that are supported by little or no market activity that is significant to the fair value of assets
or liabilities. |
The
estimated fair values of certain financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable
and notes and loans payable approximates their carrying values because of the short-term nature of these instruments and for the
use of implicit interest rates.
Property
and equipment
Property
and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method
over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements
and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are
removed, and any resulting gains or losses are included in the consolidated statement of operations.
Intangible
assets
Legal
costs associated with serving and protecting trademarks are capitalized. During the period from February 14, 2012 (inception)
to December 31, 2012, the Company filed a trademark for its company logo. In accordance with ASC 350-30-35 Intangibles,
Goodwill and Other, the Company does not amortize its trademark, which is determined to have an indefinite useful life.
Instead, the Company assesses its trademark for impairment annually and when circumstances indicate that the carrying value may
not be recoverable.
Other
intangible assets include customer and demonstration contracts and tradenames purchased and recorded based on the cost to acquire
them. These assets are amortized over 5 years. Useful lives of intangible assets are periodically evaluated for reasonableness
and the assets are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amounts
may no longer be recoverable.
Factors
the Company considers to be important which could trigger an impairment review include the following:
|
1. |
Significant
underperformance relative to expected historical or projected future operating results; |
|
2. |
Significant changes
in the manner of use of the acquired assets or the strategy for the overall business; and |
|
3. |
Significant negative
industry or economic trends. |
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one
or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted
cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted
cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business
model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting
cash flows. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.
The Company did not record any impairment losses during the six months ended December 31, 2015 and 2014, however an impairment
loss was recorded at June 30, 2015 (see Note 3).
Revenue
recognition
The
Company follows the guidance of the FASB ASC 605-10-S99 Revenue Recognition Overall SEC Materials. The Company
records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectability is reasonably assured.
The
following policies reflect specific criteria for the various revenues streams of the Company:
Revenue
from periodic maintenance service agreements is generally recognized ratably over the respective maintenance periods, provided
no significant obligations remain and collectability of the related receivable is probable.
Revenue
from the sale of the Companys Polarchems solution and products are recognized upon delivery to the customers.
Revenue
for equipment installation and cleaning services is recognized upon completion of the installation and cleaning services. All
of the Companys revenues for the six months ended December 31, 2015 were generated from this revenue stream. The Company
did not generate any revenues during the six months ended December 31, 2014.
Revenue
for services performed such as consulting, demonstration and optimization services are recognized when services have been rendered.
Cost
of Sales
The
primary components of cost of sales include the cost of the product, shipping/delivery costs, installation/labor cost and depreciation
expense of the water treatment equipment.
Concentration
of Revenue and Supplier
The
Company purchases substantially all of its products from Polarchem which has manufacturing companies located in India and the
UK (see Note 5 and 7). There were no purchased inventories and products from Polarchem during the six months ended December 31,
2015 and 2014.
During
the six months ended December 31, 2015, sales to two customers (20% and 21%) represented approximately 41% of the Companys
net sales. During the six months ended December 31, 2014 sales to one customer represented approximately 89% of the Companys
net sales. As of December 31, 2015, the Company had two customers (53% and 13%) representing approximately 66% of gross accounts
receivable. As of June 30, 2015, the Company had four customers (25%, 12%, 20%, and 11%) representing approximately 68% of gross
accounts receivable.
Income
taxes
The
Company accounts for income taxes pursuant to the provisions of ASC 740-10, Income Taxes which requires, among other
things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for
which management believes it is more likely than not that the net deferred asset will not be realized.
The
Company also follows the provisions of ASC 740-10 related to accounting for uncertain income tax positions. When tax returns are
filed, some positions taken may be sustained upon examination by the taxing authorities, while others may be subject to uncertainty
about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the
guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based
on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other
positions. As of December 31, 2015 and June 30, 2015, the Company has had no uncertain tax positions. The Company recognizes
interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company
currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The
Company's 2015, 2014, and 2013 tax years may still be subject to federal and state tax examination.
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of ASC 718, Compensation Stock Compensation, which
requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange
for an award of equity instruments over the period the employee or director is required to perform the services in exchange for
the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services
received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation
on a straight-line basis over the requisite service period for each award. There were 1,150,000 options outstanding
as of December 31, 2015 and 2,100,000 outstanding as of December 31, 2014. The Company accounts for non-employee stock-based awards
in accordance with the measurement and recognition criteria under ASC Topic 505-50, Equity Based Payments to Non-Employees.
Pursuant
to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the
measurement date. Measurement date is the date at which the equity share price and other pertinent factors, such as expected volatility,
that enters into measurement of the total recognized amount of compensation cost for an award of share-based payments are fixed.
The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation
expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting
date.
Customer
Deposits
Customer
deposits consisted of prepayments from customers to the Company. The Company will recognize the prepayments as revenue upon completion
of the demonstration services in compliance with its revenue recognition policy. Customer deposits amounted $50,000 and $0 at
December 31, 2015 and June 30, 2015.
Marketing,
selling and advertising
Marketing,
selling and advertising costs are expensed as incurred. For the six months ended December 31, 2015, and 2014, such expenses were
$1,799 and $87,849, respectively.
Net
loss per share of common stock
Basic
net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted
net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding
during the period. At December 31, 2015 and 2014, the Company has had 1,400,000 and 2,350,000 potentially dilutive securities
outstanding, respectively, in connection with the convertible notes (see Note 4) and stock options (see Note 6) which were excluded
from the diluted net loss per share computation as their effect would be anti-dilutive.
|
|
December
31, 2015 |
|
|
December
31, 2014 |
|
Common
stock equivalents: |
|
|
|
|
|
|
|
|
Stock
options |
|
|
1,150,000 |
|
|
|
2,100,000 |
|
Convertible
preferred stock |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,400,000 |
|
|
|
2,350,000 |
|
Recent
accounting pronouncements
Accounting
standards which were not effective until after December 31, 2015 are not expected to have a material impact on the Companys financial
position or results of operations.
|
X |
- References
+ Details
Name: |
fil_OrganizationAndSummaryOfSignificantAccountingPoliciesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6003-108592
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
2. PROPERTY AND EQUIPMENT
|
6 Months Ended |
Dec. 31, 2015 |
PROPERTY AND EQUIPMENT |
|
PROPERTY AND EQUIPMENT |
Property and equipment consisted of the following:
|
|
Estimated life |
|
|
December 31, 2015 |
|
June 30,
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demonstration equipment |
|
5 years |
|
|
51,494 |
|
|
51,494 |
|
|
|
Furniture and fixtures |
|
5 years |
|
|
7,747 |
|
|
7,747 |
|
|
|
Computer equipment |
|
3 years |
|
|
11,805 |
|
|
11,805 |
|
|
|
Water treatment equipment |
|
3 years |
|
|
33,624 |
|
|
33,624 |
|
|
|
Warehouse equipment |
|
3 years |
|
|
900 |
|
|
900 |
|
|
|
Vehicle |
|
5 years |
|
|
4,500 |
|
|
4,500 |
|
|
|
Less: Accumulated depreciation |
|
|
|
|
(50,545) |
|
|
(33,347) |
|
|
|
|
|
|
|
$ |
59,525 |
|
$ |
76,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended December 31, 2015 and 2014, depreciation expense amounted to $17,198 and $7,006 respectively. During
the six months ended December 31, 2015, $8,406 of the total depreciation expense has been recorded in cost of sales and $8,792
of depreciation expense has been included in general and administrative expenses.
|
X |
- References
+ Details
Name: |
fil_PropertyPlantAndEquipmentAbstract1 |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13-14) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51717284&loc=d3e1361-107760
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51719941&loc=d3e2921-110230
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
3. BUSINESS ACQUISITION
|
6 Months Ended |
Dec. 31, 2015 |
Business Acquisition |
|
Business aquisition |
On October 31, 2014 AGT Soft Wave, a wholly-owned
subsidiary of the Company, acquired certain assets, constituting a business, from Soft Wave Innovations Inc., a third party, in
exchange for 775,000 shares of the Companys common stock valued at $767,250 or $0.99 per share under the terms of the Asset
Purchase Agreement by and among the Company, AGT Soft Wave and Soft Wave. The purpose of the acquisition was to acquire
certain assets of Soft Wave. The fair value of the shares of the common stock were based on the quoted trading price on the closing
date of the transaction (see Note 6). The assets that were acquired included customer contracts, trade names, inventory, tools
and parts, and demonstration contracts related to the prior joint venture with Soft Wave. The Company accounted for the acquisition
utilizing the purchase method of accounting in accordance with ASC 805 Business Combinations. Accordingly, the Company
applied pushdown accounting and adjusted to fair value all of the assets acquired directly on the financial statements of
the subsidiary, AGT Soft Wave.
The purchase price paid by the Company had been
allocated to assets acquired on the records of the Company as follows:
Inventory |
|
$ |
8,373 |
|
Customer and demonstration contracts and trade names intangible assets * |
|
|
758,877 |
|
Purchase price |
|
$ |
767,250 |
|
* During fiscal year June 30, 2015, the Companys
management determined that these assets were fully impaired and recorded an impairment loss equal to the aggregate carrying value
of these assets.
The following table summarizes the unaudited
pro forma consolidated results of operations as if the Companys acquisition of assets of Soft Wave had occurred on July
1, 2014:
|
|
For the six months ended
December 31, 2015 |
|
For the six months ended
December 31, 2014 |
|
|
|
As Reported |
Pro Forma |
|
As Reported |
|
Pro Forma |
|
Net Revenues |
$ |
151,886 |
$ 151,886 |
$ |
475,257 |
$ |
615,392 |
|
Loss from operations |
|
(292,208) |
(292,208) |
|
(1,959,676) |
|
(2,016,702) |
|
Net Loss |
|
(304,769 ) |
(304,769) |
|
(1,968,959) |
|
(2,025,803) |
|
Net Loss per common share: |
|
|
|
|
|
|
|
|
Basic and diluted |
$ |
(0.01) |
(0.01) |
$ |
(0.10) |
$ |
(0.10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The unaudited pro forma consolidated income
statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved
if the Company and acquisition of assets of Soft Wave had been completed at the beginning of fiscal year 2015, or results that
may be obtained in any future period.
|
X |
- References
+ Details
Name: |
fil_AcquisitionOfAssetsAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
fil_BusinessAquisitionTextBlock |
Namespace Prefix: |
fil_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
4. LOAN AND NOTES PAYABLE
|
6 Months Ended |
Dec. 31, 2015 |
Notes Payable [Abstract] |
|
LOAN AND NOTES PAYABLE |
Loan payable
In March 2015, an unrelated party loaned a total of $50,000 to the
Company. This loan is non-interest bearing and is due on demand. The proceeds were used for working capital purposes. As of
December 31, 2015, loan payable amounted to $50,000.
Between August 2015 and September 2015, unrelated parties loaned
a total of $127,155 to the Company. These loans are non-interest bearing and due on demand. The proceeds were used for working
capital purposes.
As of December 31, 2015, loans payable amounted to $177,155.
Convertible notes payable related party
In March 2014 prior to the recapitalization, AGT Arizona issued 3%
convertible promissory notes in the aggregate principal amount of $100,000 to two affiliates of AGT Arizona in payment of advances
made in January 2014 and February 2014. Additionally, the note holders are principal stockholders of the Company (see Notes 6),
including an entity which is controlled by the Company's sole officer and director. These notes were to mature on June 30, 2014
but were extended to December 31, 2014, and are convertible at any time at either the option of the holder or AGT Arizona into
shares of AGT Arizonas common stock at a conversion price of $0.40 per share. Following the closing of the recapitalization
on March 19, 2014, by the terms of the notes these are now convertible into shares of the Companys common stock at $0.40
per share. At December 31, 2015, the Company had $5,450 in accrued interest on the notes. On December 30, 2014, the maturity
date had been extended to July 2015 at which time the Companys management commence discussion with the lenders for further
extensions. In February 2016, the maturity dates of the notes were extended to July 1, 2016.
At December 31, 2015, the principal amounts of these convertible
notes amounted to $100,000. The Company has determined that there was no beneficial conversion feature associated with these notes
as the conversion price of the notes was higher than the fair value of the Companys common stock based on a sales transaction
that occurred in March 2014.
Promissory notes (including related party)
Between April 2014 and September 2014, the Company issued 3% promissory
notes in the aggregate principal amount of $623,450. One of the note holders is a principal stockholder of the Company which is
controlled by the Companys sole officer and director (see Note 5). These proceeds from these notes were used
for working capital purposes. These promissory notes matured on July 1st 2015 at which time the Companys management commence
discussion with the lenders for further extensions. In February 2016, the maturity dates of the notes were extended to July 1,
2016.
At December 31, 2015, the Company had $24,609 in accrued interest
on these promissory notes.
Notes payable consisted of the following:
|
|
December 31,
2015 |
|
|
June 30,
2015 |
|
Notes payable unrelated party |
|
$ |
400,091 |
|
|
$ |
400,091 |
|
Notes payable related party (see Note 5) |
|
|
223,359 |
|
|
|
223,359 |
|
Total notes payable |
|
$ |
623,450 |
|
|
$ |
623,450 |
|
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NotesPayableAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
5. RELATED PARTY TRANSACTIONS
|
6 Months Ended |
Dec. 31, 2015 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
Parties are considered to be related to the
Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common
control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate
families of principal stockholders of the Company and its management and other parties with which the Company may deal where one
party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.
All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is
recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected
as compensation or distribution to related parties depending on the transaction.
Through the Companys former parent, AGT
Canada, the Company entered into a general agreement and contract dated in November 2011 with Polarchem. The owners of Polarchem
are shareholders of AGT Canada. In February 2014, the AGT Arizona entered into a 30 year license agreement with Polarchem which
superseded the Original Agreement with AGT Canada (see Note 7). On November 5, 2015, the Company entered into a Distribution Agreement
with Polarchem pursuant to which the Company was appointed a distributor of the Polarchem products in the People's Republic of
China, including Hong Kong (see Note 7). In November 2015, the Company prepaid $50,000 against future orders in connection with
the Distribution agreement.
In January 2013, the AGT Arizona entered into
three independent contractor agreements with Mr. Michael Boyko, the Companys former Chief Executive Officer, Energistics
Consulting, LLC, a company owned by Mr. Rick Barbosa, the Companys former Chief Operating Officer, and Mr. James Mack (see
Note 7). These agreements were terminated on September 2, 2015.
In March 2014, the AGT Arizona issued 3% convertible
promissory notes in the aggregate principal amount of $100,000 to two affiliates of AGT Arizona in payment of advances made in
January 2014 and February 2014. Additionally, one of the note holders is a principal stockholder of the Company and is controlled
by the Companys sole director and sole officer (see Note 4).
Between April 2014 and September 2014, the Company
issued a 3% promissory note in the principal amount of $223,359 to a principal stockholder of the Company which is controlled by
the Companys sole director and sole officer (see Note 4).
Between September 2014 and March 2015, the Companys
former COO provided advances to the AGT Arizona for working capital purposes for $18,000. The advance was due on demand and interest
free. The Company paid back $3,000 in November 2014 leaving a balance of $15,000 as of December 31, 2015.
Between November 2014 and March 2015, the Companys
former CFO provided advances to the subsidiaries of the Company for working capital purposes for $75,000. The advance was due on
demand and interest free. As of December 31, 2015, advances owed to the former CFO amounted to $75,000.
In March 2015, the Companys former CEO
provided advances to the subsidiaries of the Company for $2,500 for working capital purposes. The advance was due on demand and
interest free. As of December 31, 2015, advances owed to the former CEO amounted to $2,500.
On August 24, 2015, the former COO and CFO of
the Company, converted a total of $90,000 in unsecured loans to secured loans using Uniform Commercial Code (UCC)
Liens signed by Mr. Mike Boyko, the former CEO of the Company, without the approval of the board of directors of the Company. The
Company does not believe the approval of the then board of directors was obtained at the time of the granting of the security interest. The
Company has engaged legal counsel to evaluate the validity of the granting of the security interest. If it should be ultimately
determined that these former officers and directors have a valid security interest in the Companys assets, in the event
that the Company is unable to satisfy the amounts due them, they could foreclose on the Companys assets. Such loans to former
officers are included in due to related parties as reflected in the accompanying consolidated balance sheet. On November 12, 2015,
these former executive officers and directors filed a lawsuit against the Company (see Note 7).
On September 2, 2015, Mr. Boyko, Mr. Barbosa
and Ms. Borgen resigned their positions as executive officers of the Company. On September 8, 2015, Mr. John Mooney was appointed
the Chief Executive Officer, President and Secretary of the Company. As a result, Mr. Mooney is currently the Companys
sole director and sole officer.
Between October 2015 and December 2015,
Mr. Russell Corrigan, then a stockholder of the Company, provided advances to the Company for working capital purposes for an
aggregate amount $13,762. The advances are due on demand and interest free. As of December 31, 2015, advances owed to Mr.
Corrigan amounted to $13,762. In February 2016, Mr. Corrigan was appointed an executive officer and member of the Company's
Board of Directors.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
6. STOCKHOLDER'S DEFICIT
|
6 Months Ended |
Dec. 31, 2015 |
Stockholders' deficit: |
|
STOCKHOLDER'S DEFICIT |
Common stock
In July 2015, the Company sold 200,000 shares of the Companys
common stock for cash and received net proceeds of $100,000 or $0.50 per share.
In November 2015, the Company sold 600,000 shares of the Companys
common stock at $0.25 per share for gross proceeds of $150,000. The Company paid placement agent fees of $14,990 which was charged
to additional paid in capital as an offering cost.
Stock options
A summary of the stock options and changes during the period are
presented below:
|
|
Number of
Options |
|
|
Weighted
Average Exercise
Price |
|
|
Weighted
Average
Remaining
Contractual Life
(Years) |
|
June 30, 2015 |
|
|
3,000,000 |
|
|
|
0.64 |
|
|
|
4.35 |
|
Granted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Exercised |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
(1,850,000) |
|
|
|
0.65 |
|
|
|
4.10 |
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding at December 31, 2015 |
|
|
1,150,000 |
|
|
$ |
0.63 |
|
|
|
3.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2015 |
|
|
1,150,000 |
|
|
$ |
0.63 |
|
|
|
|
|
Options expected to vest |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of options granted during the period ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
$ |
- |
|
A total of 1,850,000 stock options were forfeited due to resignations
of employees and consultants during the six months ended December 31, 2015.
Stock options outstanding at December 31, 2015 as disclosed in the
above table have $0 intrinsic value at the end of the period. There were no unrecognized option costs as all outstanding options
were fully vested at December 31, 2015.
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
7. COMMITMENTS AND CONTINGENCIES
|
6 Months Ended |
Dec. 31, 2015 |
Commitments And Contingencies |
|
COMMITMENTS AND CONTINGENCIES |
Consulting agreements
In January 2013, through the Companys
wholly owned subsidiary, AGT Arizona entered into three independent contractor agreements with Mr. Michael Boyko, former Chief
Executive Officer of AGT Arizona, Energistics Consulting LLC, a company owned by the former Chief Operating Officer of AGT Arizona,
Mr. Barbosa, and Mr. James Mack (see Note 6). As compensation for their services per the terms of their respective agreements,
the Company paid fees to i) Mr. Boyko of $10,000 per month ii) Energistics Consulting, LLC of $8,000 per month and iii) Mr. Mack
of $4,000 per month. Additionally, the Company paid reimbursement for out of pocket travel expenses.
In September 2014, the terms of the consulting
agreement with Mr. Boyko, the former Chief Executive Officer, were orally modified pursuant to which the compensation payable under
the agreement was increased from $10,000 per month to $12,000 per month. In addition, in September 2014 the terms of
a consulting agreement with Energistics Consulting LLC, a company owned by Mr. Rick Barbosa, a former executive officer of the
Company, were orally modified pursuant to which the compensation payable under the agreement was increased from $8,000 per month
to $12,000 per month.
These agreements contained customary confidentiality
provisions and could be terminated by either party upon 30 days notice. Upon the closing of the Share Exchange Agreement in March
2014, Michael C. Boyko, Ricardo A. Barbosa and James Mack were appointed as the board of directors and officers of the Company.
Following the closing, Mr. Boyko was also appointed as Chief Executive Officer and President of the Company and Mr. Barbosa was
appointed Chief Operating Officer and Secretary of the Company.
On September 2, 2015, Mr. Boyko, Mr. Barbosa
and Mr. Mack resigned their positions as executive officers of the Company and such consulting agreements were terminated on the
same date.
General agreement
In November 2011, AGT Canada, AGT Arizonas
former parent, entered into a general agreement and contract (the Original Agreement) with Polarchem Associated Limited,
Polarchem International Limited and the shareholders of those companies (collectively the Polarchem). The AGT Arizona
was formed to market and sell Polarchems proprietary technology solutions in North America under the terms of this agreement.
AGT Canada agreed to act for Polarchem as its exclusive sales and service distributors in the United States, Canada and Mexico.
In February 2014 AGT Arizona entered into a
30 year license agreement with Polarchem Associated Limited, Polarchem International Limited and the shareholders of those companies
granting AGT Arizona exclusive rights to the proprietary technology in the United States, Canada and Mexico (the Territory)
which superseded the Original Agreement dated in November 2011 between AGT Canada and Polarchem. Such license agreement grants
AGT Arizona the exclusive rights to use Polarchems licensed marks, to manufacture and sell their products and to provide
the services within the Territory. AGT Arizona has been granted the right of first refusal to acquire all the assets of Polarchem
as defined in the license agreement. AGT Arizona shall use it best efforts to sell, advertise and promote the sale of Polarchem
products throughout the Territory.
Distribution agreement
On November 5, 2015, the Company entered into
a Distribution Agreement with Polarchem Associated Limited, Polarchem International Ltd. and Chenvitech Ltd. (collectively, "Polarchem")
pursuant to which the Company was appointed a distributor of the Polarchem products in the People's Republic of China, including
Hong Kong. This new distribution agreement is in addition to the Companys existing February 2014 30 year agreement with
Polarchem granting the Company an exclusive rights to the proprietary technology in the United States, Canada and Mexico. Under
the terms of the new agreement, in addition to purchasing the Polarchem products at an agreed upon price, the Company agreed to
pay Polarchem a royalty of $0.60 per liter for three years and thereafter such amount as shall be mutually agreed upon by the parties. The
agreement requires the Company to satisfy certain minimum purchase quantities before February 28, 2016, as well as for the period
ending August 28, 2016. Upon satisfying these purchase requirements, commencing in the second year of the agreement,
the Company will be granted manufacturing rights subject to certain sales targets. If the Company fails to meet any
of these requirements, the agreement can be terminated by Polarchem upon 90 days notice to us, subject to our ability to cure the
breach. If the Company fails to meet the minimum purchase requirements, the Company may extend the term of the agreement
for a year at a time by paying Polarchem the balance of any royalties which are due up to the minimum purchase quantities for that
year.
The new distribution agreement grants the Company
the right to license or sublicense the rights under the agreement, and the Company was also granted the right to sublicense the
manufacturing rights within 12 months providing that the Company has achieved certain minimum purchase levels. The new distribution
agreement contains customary confidentiality provisions as well as a 24 month non-compete from the termination of the agreement
within the PRC. Upon execution of the new distribution agreement, the Company prepaid Polarchem $50,000 against future orders in
November 2015.
Operating lease
A lease agreement was signed for office and
warehousing space consisting of approximately 5,000 square feet located in Mesa, Arizona with an initial term commencing on March
1, 2012 and expiring on March 1, 2015. In May 2014, the Company entered into a lease amendment whereby 600 plus square feet of
office space has been added into the existing lease premises and extending the lease term up to February 28, 2020. The amended
lease requires the Company to pay a monthly base rent of $3,300 plus a pro rata share of operating expenses. The base rent is subject
to annual increases beginning on March 1, 2015 as defined in the amended lease agreement.
Future minimum rental payments required under
this operating lease are as follows:
|
|
Total |
|
|
1 year |
|
|
2-3 years |
|
|
4-5 years |
|
|
5+ years |
|
Operating lease |
|
$ |
189,700 |
|
|
$ |
42,700 |
|
|
$ |
91,200 |
|
|
$ |
55,800 |
|
|
|
- |
|
Total |
|
$ |
189,700 |
|
|
$ |
42,700 |
|
|
$ |
91,200 |
|
|
$ |
55,800 |
|
|
$ |
- |
|
Rent expense was $21,962 and $27,324 for the
six months ended December 31, 2015 and 2014, respectively.
Patent Assignment
In July 2014, Gary Dean Wilson and Michael Dean Brown, the inventors
of certain patented technology used by Soft Wave, assigned all of their right title and interest in and to that certain U.S. Patent
No. 8,477,003, Serial No. 13/262.227 for apparatus for generating a multi-vibrational field to the Company in exchange for the
payment of royalties. In September 2014, the Company agreed to pay a royalty of an aggregate of 5% to Mr. Wilson and Mr. Brown
based on annual gross sales income related to the patent. Payment of royalty shall be on the 15th of the month following the receipt
of the associated sales. The royalty shall have a maximum payout of $20 million. In October 2014, the Company orally re-negotiated
the payments terms whereby the royalty has increased to 6% and royalties will be paid to Mr. Wilson (2%), Mr. Brown (2%) and three
other key Soft Wave associates (2%). The Company expects to enter into a written agreement memorializing the current terms during
fiscal 2016. During the six months ended December 31, 2015, the Company recorded royalty expense of $9,113. As of December 31,
2015, the Company has accrued royalty expense of approximately $18,787 in connection with the patent assignment. Between December
2015 and January 2016, the Company paid royalty of $9,048 to Mr. Brown and a total $9,048 to the other 3 key Soft Wave associates.
Throughout 2015, several of the customers acquired by the Company
pursuant to the Asset Purchase Agreement (see Note 3) began to cancel existing contracts with the Company. Management undertook
an investigation which led to the discovery of potential patent infringement and contract interference by one of the inventors,
Mr. Gary Wilson and previous employees, Mr. Bruce Barker, Mr. Stephen Clausi, and Mr. Brian Barker, operating through companies
Enhanced Life Water Solutions, LLC and True Water LLC. On December 8, 2015, the Company filed a lawsuit in the United States District
Court, District of Arizona alleging ten causes of action against the above-referenced defendants whereby the Company asserted claims
for compensatory, consequential and incidental damages not less than $2.0 million plus pre-judgment and post-judgment interest,
punitive damages and attorneys fee and costs incurred. On December 8, 2015, along with the Complaint, the Company filed
for a temporary restraining order and preliminary injunction. The oral argument for the Preliminary Injunction took place
on January 28, 2016 and the Courts ruling is expected by April 18, 2016.
Litigation
As disclosed in Note 5, between September 2014
and March 2015, two of the Company's former executive officers and directors advanced to the Company an aggregate of $90,000 which
are interest free advances due on demand. In August 2015, these former executive officers and directors converted these unsecured
loans to purported secured loans using Uniform Commercial Code liens signed by the Company's former CEO. The Company does not believe
the approval of the then board of directors was obtained at the time of the granting of the security interest and the Company has
engaged legal counsel to evaluate the validity of the granting of the security interest. On November 12, 2015, these former executive
officers and directors filed a lawsuit against the Company in the Superior Court of State of Arizona, in the County of Maricopa,
alleging breach of contract, unjust enrichment and violation of Arizonas Wage Act.
The plaintiffs are asserting claims
for compensatory damages on unpaid compensation, unpaid advances and unreimbursed expenses in the approximate amount of
$263,000 plus pre and post judgement interest and incurred attorneys fees. On December 21, 2015, the plaintiffs
filed a first amended complaint to include Russell Corrigan and John Mooney, Executive Officers of the Company together with
one shareholder and an investor of the Company as defendants in this complaint.
The Company has engaged counsel to represent
the Company in this matter and expect to vigorously defend the action. On February 5, 2016, the Company filed a counter claim against
these former executive officers and directors alleging breach of fiduciary duty, breach of contract, breach of implied covenant
of good faith and fair dealing, civil conspiracy, unjust enrichment, constructive fraud and negligent misrepresentation. The Company
is asserting claims for compensatory, consequential and incidental damages not less than $2.5 million plus punitive damages and
attorneys fee and costs incurred.
|
X |
- References
+ Details
Name: |
fil_CommitmentsAndContingenciesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51674963&loc=d3e12565-110249
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14435-108349
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 440 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
8. SUBSEQUENT EVENTS
|
6 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
In January 2016, the Company received a refundable advance of approximately
$75,000 for the purchase of Polarchem products from an unrelated party. Such unrelated party is a party to a Memorandum of Understanding
(MOU) with the Company dated in October 2015, whereby the unrelated party is interested of acquiring exclusive rights
to the Polarchem products for the Peoples Republic of China. The unrelated party is required to conduct its due diligence
and testing of the Polarchem products in accordance with the MOU. Upon successful conclusion of the product testing, the MOU provides
for the parties to enter into a definitive license agreement whereby the unrelated party shall pay the total amount of $1 million
as license fee. Additionally, in December 2015, the unrelated party paid a customer deposit of $50,000 towards future demonstration
services to be performed by the Company.
On February 1, 2016, the Company and its subsidiary, AGT Softwave,
entered into a Distribution Agreement (the Stina Agreement) with Stina Resources Ltd. (Stina) for the
Canadian distribution rights for AGT Soft Waves water treatment technology. Pursuant to the Stina Agreement,
the Company agreed to grant Stina non-exclusive distribution rights to distribute products of AGT Soft Wave within Canada. Within
30 days of the execution of the Stina Agreement, Stina is to pay CDN$25,000 as consideration for the granting the non-exclusive
distribution rights. Stina may at its discretion acquire exclusive distribution rights in Canada from the Company in exchange for
an aggregate sum of CDN$250,000 (the Purchase Price) comprising of the $25,000 initial payment and three payments
of CDN $75,000 upon reaching certain gross monthly revenue threshold. The Company shall retain a royalty of 12% of all gross revenues
derived from the sale or lease of the products of AGT Soft Wave in Canada. Upon the payment of the Purchase Price, the term of
the exclusive distribution rights will be for a 25 year period subject to earlier termination in accordance with the provision
of this Agreement. Two of the shareholders of the Company are also directors of Stina. Mr. Russell Corrigan is a principal
stockholder of Stina, however, at the time of the negotiations for the Agreement he had not yet been appointed an executive officer
and director of the Company.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ References
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
6 Months Ended |
Dec. 31, 2015 |
Accounting Policies (Policies) |
|
Nature of Business |
America Greener Technologies, Inc. (formerly
Osler Incorporated) (the Company) was incorporated in the State of Nevada on July 30, 2004. The Companys business
is focused on marketing and selling two process improvement technologies, Polarchem and Soft Wave in North America. Polarchem is
a proprietary chemical solution for cleaning inside boilers for thermal power generation. Soft Wave is an electronic alternative
to chemical and water softening treatments primarily used in cooling towers or situations of high mineral content in water.
The Company has a license agreement with Polarchem
to sell Polarchems products (see Note 8). The Companys product is AGT Polarchem chemistry that allows online
cleaning of boiler tube and heat transfer surfaces to provide boiler optimization and combustion efficiency to a wide
variety of customers including coal fired power plants, petroleum refineries, and waste to energy facilities, biomass combustion
processes, incinerators, fuel oil burners, naval vessels and other similar combustion processes. AGT Arizona (as hereinafter defined)
was a former subsidiary of America Greener Technologies Corporation, a British Columbia company (AGT Canada).
On October 31, 2014 AGT Soft Wave, Inc. (AGT
Soft Wave), a newly formed Nevada corporation that is a wholly-owned subsidiary of the Company, acquired certain assets
from Soft Wave Innovations, Inc., an Arizona corporation (Soft Wave), in exchange for 775,000 shares of the Companys
common stock valued at $767,250 or $0.99 per share under the terms of an asset purchase agreement (the Asset Purchase Agreement)
by and among the Company, AGT Soft Wave and Soft Wave. The assets that were acquired included customer contracts, trade names,
inventory, tools and parts, and demonstration contracts related to the prior joint venture with Soft Wave. As of June
30, 2015, the Companys management determined that these assets were fully impaired and recorded an impairment loss equal
to the aggregate carrying value of these assets. AGT Soft Waves principal business is focused on the development, manufacturing,
marketing and servicing of certain water treatment technology related to an apparatus for generating a multi-vibrational field
in worldwide residential, commercial and industrial markets including energy and power generation, petroleum and petrochemical,
mining and mineral processing. The Company uses a certain patented technology that reduces and eliminates chemical water treatment
which also helps reduce maintenance cost and conserve water.
|
Recapitalization |
On February 25, 2014, America Greener Technologies
Corporation, a private Arizona corporation ("AGT Arizona"), which is the historical business, entered into a Share Exchange
Agreement with the Company (formerly Osler Incorporated) and the shareholders of AGT Arizona whereby the Company agreed to acquire
all of the issued and outstanding capital stock of AGT Arizona in exchange for 15,000,000 shares of the Companys common
stock. On March 19, 2014 the transaction closed and AGT Arizona is now a wholly-owned subsidiary of the Company. Prior to the acquisition
of AGT Arizona, the Company was a shell company.
At closing, the Company issued 15,000,000 shares
of its common stock to the shareholders of AGT Arizona who obtained approximately 86% voting control and management control of
the Company. The transaction was accounted for as a reverse acquisition and recapitalization of AGT Arizona whereby AGT Arizona
is considered the acquirer for accounting purposes. The consolidated financial statements after the acquisition include the
balance sheets of both companies at historical cost, the historical results of AGT Arizona and the results of the Company from
the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has
been retroactively restated to reflect the recapitalization (see Note 7).
On February 25, 2014, AGT Arizona changed its fiscal year end to
June 30 from December 31.
|
Basis of presentation and going concern |
The consolidated financial statements are
prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and
the rules and regulations of the U.S Securities and Exchange Commission for Interim Financial Information. All intercompany transactions
and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's
financial position as of December 31, 2015, and the results of operations and cash flows for the six months ended December 31,
2015 and 2014 have been included. The results of operations for the six months ended December 31, 2015 are not necessarily indicative
of the results to be expected for the full year.
The consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes thereto for the year ended June 30, 2015, which are
contained in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC)
on October 13, 2015. The consolidated balance sheet as of June 30, 2015 was derived from those financial statements.
As reflected in the accompanying consolidated
financial statements, the Company had a net loss and net cash used in operations of approximately $305,000 and $348,000, respectively,
for the six months ended December 31, 2015. Additionally the Company had an accumulated deficit of approximately $6.0
million and working capital deficit of approximately $1.3 million at December 31, 2015. The ability to continue as a going concern
is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations when they come due. The Companys ability to
raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful
development of the Companys contemplated plan of operations, and its transition, ultimately, to the attainment of profitable
operations are necessary for the Company to continue operations.
Uncertainty regarding these matters, raises
substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the
Company believes in the viability of its strategy to generate revenues, there can be no assurances to that effect.
|
Use of estimates |
The preparation of the consolidated financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting
period. Actual results could materially differ from these estimates. Significant estimates include the valuation of deferred tax
assets, intangible assets, stock based compensation and the useful lives of property and equipment.
|
Cash and cash equivalents |
The Company considers all highly liquid debt
instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The
Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance
Corporation. The Companys accounts at this institution are insured by the Federal Deposit Insurance Corporation (FDIC)
up to $250,000. As of December 31, 2015, the Company had not reached bank balances exceeding the FDIC insurance limit. To reduce
its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial
institution in which it holds deposits.
|
Accounts receivable and allowance for doubtful accounts |
The Company has a policy of providing on allowance
for doubtful accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The
Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past
due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances
deemed to be uncollectible are charged to bad debt expense and included in the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. As of December 31, 2015 and June 30, 2015, allowance for doubtful
accounts amounted to $12,872 and $9,609, respectively. The Company recorded bad debt expense of $3,264 during the six months ended
December 31, 2015.
|
Inventory |
Inventory, consisting of finished goods related
to the Companys products, are stated at the lower of cost or market utilizing the first-in, first-out method.
|
Prepaid expenses and other current assets |
Prepaid expenses and other current assets of
$63,630 and $16,699 at December 31, 2015 and June 30, 2015, respectively, consist primarily of costs paid for future services which
will occur within a year. Prepaid expenses included prepayments in cash for rent, consulting and inventory which are being amortized
over the terms of their respective agreements.
|
Fair value measurements and fair value of financial instruments |
Fair value is the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities
recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques.
Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level)
reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:
|
● |
Level 1Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; |
|
● |
Level 2Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and |
|
● |
Level 3Unobservable inputs that are supported by little or no market activity that is significant to the fair value of assets or liabilities. |
The estimated fair values of certain financial
instruments, including cash and cash equivalents, prepaid expenses, accounts payable and notes and loans payable approximates their
carrying values because of the short-term nature of these instruments and for the use of implicit interest rates.
|
Property and equipment |
Property and equipment are carried at cost less
accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of
the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When
assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included
in the consolidated statement of operations.
|
Intangible assets |
Legal costs associated with serving and protecting
trademarks are capitalized. During the period from February 14, 2012 (inception) to December 31, 2012, the Company filed a trademark
for its company logo. In accordance with ASC 350-30-35 Intangibles, Goodwill and Other, the Company does not amortize
its trademark, which is determined to have an indefinite useful life. Instead, the Company assesses its trademark for impairment
annually and when circumstances indicate that the carrying value may not be recoverable.
Other intangible assets include customer and
demonstration contracts and tradenames purchased and recorded based on the cost to acquire them. These assets are amortized over
5 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment
annually and whenever events or changes in circumstances indicate that the carrying amounts may no longer be recoverable.
Factors the Company considers to be important
which could trigger an impairment review include the following:
|
1. |
Significant underperformance relative to expected historical or projected future operating results; |
|
2. |
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and |
|
3. |
Significant negative industry or economic trends. |
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one
or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted
cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted
cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business
model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting
cash flows. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.
The Company did not record any impairment losses during the six months ended December 31, 2015 and 2014, however an impairment
loss was recorded at June 30, 2015 (see Note 3).
|
Revenue recognition |
The Company follows the guidance of the FASB
ASC 605-10-S99 Revenue Recognition Overall SEC Materials. The Company records revenue when persuasive evidence
of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability
is reasonably assured.
The following policies reflect specific criteria
for the various revenues streams of the Company:
Revenue from periodic maintenance service agreements
is generally recognized ratably over the respective maintenance periods, provided no significant obligations remain and collectability
of the related receivable is probable.
Revenue from the sale of the Companys
Polarchems solution and products are recognized upon delivery to the customers.
Revenue for equipment installation and cleaning
services is recognized upon completion of the installation and cleaning services. All of the Companys revenues for the six
months ended December 31, 2015 were generated from this revenue stream. The Company did not generate any revenues during the six
months ended December 31, 2014.
Revenue for services performed such as consulting,
demonstration and optimization services are recognized when services have been rendered.
|
Cost of Sales |
The primary components of cost of sales include
the cost of the product, shipping/delivery costs, installation/labor cost and depreciation expense of the water treatment equipment.
|
Concentration of Revenue and Supplier |
The Company purchases substantially all of its
products from Polarchem which has manufacturing companies located in India and the UK (see Note 5 and 7). There were no purchased
inventories and products from Polarchem during the six months ended December 31, 2015 and 2014.
During the six months ended December 31, 2015,
sales to two customers (20% and 21%) represented approximately 41% of the Companys net sales. During the six months ended
December 31, 2014 sales to one customer represented approximately 89% of the Companys net sales. As of December 31, 2015,
the Company had two customers (53% and 13%) representing approximately 66% of gross accounts receivable. As of June 30, 2015, the
Company had four customers (25%, 12%, 20%, and 11%) representing approximately 68% of gross accounts receivable.
|
Income taxes |
The Company accounts for income taxes pursuant
to the provisions of ASC 740-10, Income Taxes which requires, among other things, an asset and liability approach
to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and
liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely
than not that the net deferred asset will not be realized.
The Company also follows the provisions of ASC
740-10 related to accounting for uncertain income tax positions. When tax returns are filed, some positions taken may be sustained
upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or
the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a
tax position is recognized in the financial statements in the period during which, based on all available evidence, management
believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or
litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. As of December 31, 2015 and
June 30, 2015, the Company has had no uncertain tax positions. The Company recognizes interest and penalties, if any, related
to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax
examinations nor has it had any federal or state examinations since its inception. The Company's 2015, 2014, and 2013
tax years may still be subject to federal and state tax examination.
|
Stock-based compensation |
Stock-based compensation is accounted for based
on the requirements of ASC 718, Compensation Stock Compensation, which requires recognition in the consolidated
financial statements of the cost of employee and director services received in exchange for an award of equity instruments over
the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the
grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite
service period for each award. There were 1,150,000 options outstanding as of December 31, 2015 and 2,100,000 outstanding
as of December 31, 2014. The Company accounts for non-employee stock-based awards in accordance with the measurement and recognition
criteria under ASC Topic 505-50, Equity Based Payments to Non-Employees.
Pursuant to ASC Topic 505-50, for share-based
payments to consultants and other third-parties, compensation expense is determined at the measurement date. Measurement date is
the date at which the equity share price and other pertinent factors, such as expected volatility, that enters into measurement
of the total recognized amount of compensation cost for an award of share-based payments are fixed. The expense is recognized over
the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.
The Company initially records compensation expense based on the fair value of the award at the reporting date.
|
Customer deposits |
Customer deposits consisted of prepayments from
customers to the Company. The Company will recognize the prepayments as revenue upon completion of the demonstration services in
compliance with its revenue recognition policy. Customer deposits amounted $50,000 and $0 at December 31, 2015 and June 30, 2015.
|
Marketing, selling and advertising |
Marketing, selling and advertising costs are
expensed as incurred. For the six months ended December 31, 2015, and 2014, such expenses were $1,799 and $87,849, respectively.
|
Net loss per share of common stock |
Basic net loss per share is computed by dividing
the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the
weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2015
and 2014, the Company has had 1,400,000 and 2,350,000 potentially dilutive securities outstanding, respectively, in connection
with the convertible notes (see Note 4) and stock options (see Note 6) which were excluded from the diluted net loss per share
computation as their effect would be anti-dilutive.
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
Common stock equivalents: |
|
|
|
|
|
|
|
|
Stock options |
|
|
1,150,000 |
|
|
|
2,100,000 |
|
Convertible preferred stock |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,400,000 |
|
|
|
2,350,000 |
|
|
Recent accounting pronouncements |
Accounting standards which were not effective
until after December 31, 2015 are not expected to have a material impact on the Companys financial position or results
of operations.
|
X |
- References
+ Details
Name: |
fil_AccountingPoliciesPoliciesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
fil_CustomerDepositsPolicyTextBlock |
Namespace Prefix: |
fil_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
fil_RecapitalizationPolicyTextBlock |
Namespace Prefix: |
fil_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 20 -Section 55 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51677389&loc=d3e8384-108330
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 20 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=51662920&loc=d3e8275-108329
+ Details
Name: |
us-gaap_AdvertisingCostsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 305 -SubTopic 10 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4273-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 203 -Paragraph 02-03
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 1 -Article 5
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognition of costs in the period which correspond to the sales and revenue categories presented in the statement of operations. The accounting policy may include the amount and nature of costs incurred, provisions associated with inventories, purchase discounts, freight and other costs included in cost of sales incurred and recorded in the period. This disclosure also includes the nature of costs of sales incurred and recorded in the statement of operations for the period relating to transactions with related parties.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 50 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51666513&loc=d3e63676-111659
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_CostOfSalesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.
+ References
+ Details
Name: |
us-gaap_FairValueMeasurementPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32840-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 30 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6423966&loc=d3e40913-109327
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 954 -SubTopic 740 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 17 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32809-109319
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32247-109318
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32280-109318
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_IntangibleAssetsFiniteLivedPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28360613&loc=d3e4492-108314
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(b)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=28360613&loc=d3e4556-108314
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 206 -Paragraph b -Subparagraph i, ii -Chapter 2
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 6 -Subparagraph a -Article 5
+ Details
Name: |
us-gaap_InventoryPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for major customers. Major customers are those that the loss of such customers would have a material adverse effect on the entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6404-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 18 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6351-108592
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 42 -URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9054-108599
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6327-108592
+ Details
Name: |
us-gaap_MajorCustomersPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6003-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 2A -URI http://asc.fasb.org/extlink&oid=51801978&loc=SL51803626-108592
+ Details
Name: |
us-gaap_NatureOfOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5144-111524
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18823-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 13.B.Q1) -URI http://asc.fasb.org/extlink&oid=27012821&loc=d3e214044-122780
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 13 -Section B -Paragraph Question 1
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(f) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6061-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6143-108592
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6132-108592
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
6 Months Ended |
Dec. 31, 2015 |
Organization And Summary Of Significant Accounting Policies Tables |
|
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share |
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
Common stock equivalents: |
|
|
|
|
|
|
|
|
Stock options |
|
|
1,150,000 |
|
|
|
2,100,000 |
|
Convertible preferred stock |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,400,000 |
|
|
|
2,350,000 |
|
|
X |
- References
+ Details
Name: |
fil_OrganizationAndSummaryOfSignificantAccountingPoliciesPoliciesTablesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details
Name: |
us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
2. PROPERTY AND EQUIPMENT (Tables)
|
6 Months Ended |
Dec. 31, 2015 |
Property And Equipment Tables |
|
Property and Equipment |
|
|
Estimated life |
|
|
December 31, 2015 |
|
June 30,
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demonstration equipment |
|
5 years |
|
|
51,494 |
|
|
51,494 |
|
|
|
Furniture and fixtures |
|
5 years |
|
|
7,747 |
|
|
7,747 |
|
|
|
Computer equipment |
|
3 years |
|
|
11,805 |
|
|
11,805 |
|
|
|
Water treatment equipment |
|
3 years |
|
|
33,624 |
|
|
33,624 |
|
|
|
Warehouse equipment |
|
3 years |
|
|
900 |
|
|
900 |
|
|
|
Vehicle |
|
5 years |
|
|
4,500 |
|
|
4,500 |
|
|
|
Less: Accumulated depreciation |
|
|
|
|
(50,545) |
|
|
(33,347) |
|
|
|
|
|
|
|
$ |
59,525 |
|
$ |
76,723 |
|
|
|
|
X |
- References
+ Details
Name: |
fil_PropertyAndEquipmentTablesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph b -Article 5
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
3. BUSINESS ACQUISITION (Tables)
|
6 Months Ended |
Dec. 31, 2015 |
Business Acquisition Tables |
|
Purchase price allocation |
Inventory |
|
$ |
8,373 |
|
Customer and demonstration contracts and trade names intangible assets * |
|
|
758,877 |
|
Purchase price |
|
$ |
767,250 |
|
* During fiscal year June 30, 2015, the Companys
management determined that these assets were fully impaired and recorded an impairment loss equal to the aggregate carrying value
of these assets.
|
Pro forma results of operations |
|
|
For the six months ended
December 31, 2015 |
|
For the six months ended
December 31, 2014 |
|
|
|
As Reported |
Pro Forma |
|
As Reported |
|
Pro Forma |
|
Net Revenues |
$ |
151,886 |
$ 151,886 |
$ |
475,257 |
$ |
615,392 |
|
Loss from operations |
|
(292,208) |
(292,208) |
|
(1,959,676) |
|
(2,016,702) |
|
Net Loss |
|
(304,769 ) |
(304,769) |
|
(1,968,959) |
|
(2,025,803) |
|
Net Loss per common share: |
|
|
|
|
|
|
|
|
Basic and diluted |
$ |
(0.01) |
(0.01) |
$ |
(0.10) |
$ |
(0.10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- References
+ Details
Name: |
fil_AcquisitionOfAssetsTablesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463
+ Details
Name: |
us-gaap_BusinessAcquisitionProFormaInformationTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472
+ Details
Name: |
us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
4. LOAN AND NOTES PAYABLE (Tables)
|
6 Months Ended |
Dec. 31, 2015 |
Loan And Notes Payable Tables |
|
Notes payable |
|
|
December 31, 2015 |
|
June 30,
2015 |
Notes payable unrelated party |
$ |
400,091 |
$ |
400,091 |
Notes payable related party (see Note 5) |
|
223,359 |
|
223,359 |
Total notes payable |
$ |
623,450 |
$ |
623,450 |
|
X |
- References
+ Details
Name: |
fil_NotesPayableTablesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.
+ References
+ Details
Name: |
us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
6. STOCKHOLDER'S DEFICIT (Tables)
|
6 Months Ended |
Dec. 31, 2015 |
Stockholders Deficit Tables |
|
Stock options |
|
|
Number of
Options |
|
|
Weighted
Average Exercise
Price |
|
|
Weighted
Average
Remaining
Contractual Life
(Years) |
|
June 30, 2015 |
|
|
3,000,000 |
|
|
|
0.64 |
|
|
|
4.35 |
|
Granted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Exercised |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
(1,850,000) |
|
|
|
0.65 |
|
|
|
4.10 |
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding at December 31, 2015 |
|
|
1,150,000 |
|
|
$ |
0.63 |
|
|
|
3.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2015 |
|
|
1,150,000 |
|
|
$ |
0.63 |
|
|
|
|
|
Options expected to vest |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of options granted during the period ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
X |
- References
+ Details
Name: |
fil_StockholdersEquityTablesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the change in stock options.
+ References
+ Details
Name: |
us-gaap_ScheduleOfStockOptionsRollForwardTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_CommitmentsAndContingenciesTablesAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of rental expense from operating leases for each period for which an income statement is presented with separate amounts for minimum rentals, contingent rentals, and sublease rentals. Rental payments under leases with terms of a month or less that were not renewed need not be included.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41499-112717
+ Details
Name: |
us-gaap_ScheduleOfRentExpenseTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares
|
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share |
1,400,000
|
2,350,000
|
Stock options |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share |
1,150,000
|
2,100,000
|
Convertible preferred stock |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share |
250,000
|
250,000
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Antidilution -URI http://asc.fasb.org/extlink&oid=6505113
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Diluted Earnings Per Share -URI http://asc.fasb.org/extlink&oid=6510752
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Contingent Stock Agreement -URI http://asc.fasb.org/extlink&oid=6508534
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_ConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
2. PROPERTY AND EQUIPMENT (Details) - USD ($)
|
6 Months Ended |
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Demonstration equipment |
$ 51,494
|
$ 51,494
|
Furniture and fixtures |
7,747
|
7,747
|
Computer equipment |
11,805
|
11,805
|
Water treatment equipment |
33,624
|
33,624
|
Warehouse equipment |
900
|
900
|
Vehicle |
4,500
|
4,500
|
Less: Accumulated depreciation |
(50,545)
|
(33,347)
|
Property and equipment net |
$ 59,525
|
$ 76,723
|
Demonstration Equipment |
|
|
Estimated life |
5 years
|
|
Furniture And Fixtures |
|
|
Estimated life |
5 years
|
|
Computer Equipment |
|
|
Estimated life |
3 years
|
|
Water treatment equipment |
|
|
Estimated life |
3 years
|
|
Warehouse Equipment |
|
|
Estimated life |
3 years
|
|
Vehicle |
|
|
Estimated life |
5 years
|
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ References
+ Details
Name: |
fil_PropertyAndEquipmentNet |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
fil_Vehicle |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.14) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 985 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 985 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6501960&loc=d3e128487-111756
+ Details
Name: |
us-gaap_CapitalizedComputerSoftwareNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation of equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_FurnitureAndFixturesGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation of tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 4 -Subparagraph (f) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6812-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_MachineryAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of other physical assets used in the normal conduct of business to produce goods and services and not intended for resale.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=fil_DemonstrationEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_ComputerEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=fil_WaterTreatmentEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=fil_WarehouseEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_VehiclesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_PropertyAndEquipmentDetailsNarrativeAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_AcquisitionOfAssetsDetailsAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of intangibles that an Entity acquires in a noncash (or part noncash) acquisition. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_NoncashOrPartNoncashAcquisitionIntangibleAssetsAcquired1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of inventory that an Entity acquires in a noncash (or part noncash) acquisition. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_NoncashOrPartNoncashAcquisitionInventoryAcquired1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe net book value of a nonmonetary asset transferred or exchanged in connection with the acquisition of a business or asset in a noncash transaction. Noncash is defined as transactions during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Nonmonetary assets and liabilities are assets and liabilities that will not result in cash receipts or cash payments in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_NoncashOrPartNoncashAcquisitionNetNonmonetaryAssetsAcquiredLiabilitiesAssumed1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
3. BUSINESS ACQUISITION (Details 1) - USD ($)
|
3 Months Ended |
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Net revenues |
$ 50,582
|
$ 475,257
|
$ 151,886
|
$ 475,257
|
Loss from operations |
(102,320)
|
(370,569)
|
(292,208)
|
(1,959,676)
|
Net loss |
$ (108,841)
|
$ (375,494)
|
$ (304,769)
|
$ (1,968,959)
|
Net Loss per common share: |
|
|
|
|
Basic and diluted |
$ (0.01)
|
$ (0.02)
|
$ (0.01)
|
$ (0.10)
|
As Reported |
|
|
|
|
Net revenues |
|
|
$ 151,886
|
$ 475,257
|
Loss from operations |
|
|
(292,208)
|
(1,959,676)
|
Net loss |
|
|
$ (304,769)
|
$ (1,968,959)
|
Net Loss per common share: |
|
|
|
|
Basic and diluted |
|
|
$ (0.01)
|
$ (0.1)
|
Pro Forma |
|
|
|
|
Net revenues |
|
|
$ 151,886
|
$ 615,392
|
Loss from operations |
|
|
(292,208)
|
(2,016,702)
|
Net loss |
|
|
$ (304,769)
|
$ (2,025,803)
|
Net Loss per common share: |
|
|
|
|
Basic and diluted |
|
|
$ (0.01)
|
$ (0.1)
|
X |
- References
+ Details
Name: |
us-gaap_EarningsPerShareAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ References
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=fil_AsReportedMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_NotesPayableDetailsAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of all notes and loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesAndLoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_NotesPayableDetailsNarrativeAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of obligations incurred and payable, pertaining to costs that are statutory in nature, incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include, but not limited to, taxes, interest, rent and utilities. Also includes the aggregate carrying amount of liabilities not separately disclosed.
+ References
+ Details
Name: |
us-gaap_AccruedLiabilitiesAndOtherLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsCancelledWeightedAverageRemainingContractualTerms |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
fil_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTermsBeginning |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
fil_WeightedAverageRemainingContractualLifeAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for equity-based awards excluding options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(4) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price of options that were either forfeited or expired.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(3)-(4) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(3) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) granted during the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (d)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of options outstanding, including both vested and non-vested options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i)-(ii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionA roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAs of the balance sheet date, the number of shares into which fully vested and expected to vest stock options outstanding can be converted under the option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average price at which option holders acquired shares when converting their stock options into shares.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by exercise of options.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of share options (or share units) exercised during the current period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(2) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28,29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- References
+ Details
Name: |
fil_FutureMinimumRentalPaymentsUnderOperatingLeaseDetailsAbstract |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
fil_OperatingLeasesFutureMinimumPaymentsDueYear2Through3 |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
fil_OperatingLeasesFutureMinimumPaymentsDueYear4Through5 |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ References
+ Details
Name: |
us-gaap_LeaseAndRentalExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 55 -Paragraph 40 -Subparagraph (Note 3) -URI http://asc.fasb.org/extlink&oid=6584154&loc=d3e38371-112697
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41502-112717
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsDue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 55 -Paragraph 40 -Subparagraph (Note 3) -URI http://asc.fasb.org/extlink&oid=6584154&loc=d3e38371-112697
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41502-112717
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsDueCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 55 -Paragraph 40 -Subparagraph (Note 3) -URI http://asc.fasb.org/extlink&oid=6584154&loc=d3e38371-112697
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41502-112717
+ Details
Name: |
us-gaap_OperatingLeasesFutureMinimumPaymentsDueThereafter |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|