SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended December
31, 2015
or
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 000- 53792
![http:||www.sec.gov|Archives|edgar|data|1469207|000130841115000094|image_001.jpg](http://www.sec.gov/Archives/edgar/data/1469207/000130841116000173/image_001.jpg)
Smartag International, Inc.
(Exact name of registrant issuer as specified
in its charter)
Nevada |
|
81-0554149 |
(State or other jurisdiction
of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
3651 Lindell Road Ste D269
Las Vegas, NV 89103 |
(Address of principal executive offices, including zip code) |
|
Registrant’s phone number, including area code (702) 589-2179 |
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.
YES [x] NO [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the
registrant was required to submit and post such files).
YES [x] 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. (Check one):
Large Accelerated Filer [ ] Accelerated
Filer [ ] Non-accelerated Filer [ ] 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). Yes [ ] No [x]
Indicate the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest practicable date.
Class |
|
Outstanding at February 19, 2016 |
Common Stock, $.001 par value |
|
31,637,151 |
INDEX
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Page
No. |
PART I |
FINANCIAL INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS:
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|
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Consolidated condensed Balance Sheets as of December 31, 2015 (unaudited) and September 30, 2015 |
3 |
|
Consolidated condensed Statements of Operations for
the Three Months Ended December 31, 2015 and 2014 (unaudited)
|
4 |
|
Consolidated condensed Statements of Cash Flows for the Three Months Ended December 31, 2015 and 2014 (unaudited) |
5
|
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Notes to Consolidated condensed Financial Statements
(unaudited)
|
6 |
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
12
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
16 |
ITEM 4T. |
CONTROLS AND PROCEDURES
|
16 |
PART II |
OTHER INFORMATION
|
18 |
ITEM 1 |
LEGAL PROCEEDINGS |
18 |
|
|
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ITEM 1A |
RISK FACTORS |
18 |
|
|
|
ITEM 2 |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
18 |
|
|
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ITEM 3 |
DEFAULTS UPON SENIOR SECURITIES |
18 |
|
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ITEM 4 |
(REMOVED AND RESERVED) |
18 |
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ITEM 5 |
OTHER INFORMATION |
18 |
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ITEM 6 |
EXHIBITS |
18 |
PART I - FINANCIAL INFORMATION
ITEM I — FINANCIAL STATEMENTS
SMARTAG INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
| |
December 31, 2015 | |
September 30, 2015 |
| |
(Unaudited) | |
(Audited) |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 21,114 | | |
$ | 82,376 | |
Inventory, net | |
| 11,284 | | |
| — | |
Total Current Assets | |
| 32,398 | | |
| 82,376 | |
Goodwill | |
| 260,975 | | |
| 260,975 | |
TOTAL ASSETS | |
$ | 293,373 | | |
$ | 343,351 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 163,940 | | |
$ | 190,808 | |
Other payable, related party | |
| 891,439 | | |
| 810,000 | |
Note payable, related party | |
| 150,000 | | |
| 200,000 | |
Secured revolving note payable, related party | |
| 192,457 | | |
| 192,457 | |
Total Current Liabilities | |
| 1,397,836 | | |
| 1,393,265 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 1,397,836 | | |
| 1,393,265 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Preferred stock, 25,000,000 shares authorized, no shares issued and outstanding, no rights or privileges designated | |
| — | | |
| — | |
Common Stock, $.001 par value, 500,000,000 shares authorized, 31,637,151 shares issued and outstanding, respectively. | |
| 31,637 | | |
| 31,637 | |
Additional Paid-In-Capital | |
| 1,713,361 | | |
| 1,713,361 | |
Accumulated Deficit | |
| (2,805,069 | ) | |
| (2,772,190 | ) |
Total Smartag International, Inc. Stockholders’ Deficit | |
| (1,060,071 | ) | |
| (1,027,192 | ) |
Non-controlling interest | |
| (44,392 | ) | |
| (22,722 | ) |
Total Stockholders’ Deficit | |
| (1,104,463 | ) | |
| (1,049,914 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 293,373 | | |
$ | 343,351 | |
| |
| | | |
| | |
The accompanying notes are an integral
part of these consolidated condensed financial statements.
SMARTAG INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS
OF OPERATIONS
(UNAUDITED)
| |
Three Months Ended December 31, |
| |
2015 | |
2014 |
| |
| |
|
REVENUES | |
$ | 16,046 | | |
$ | — | |
COST OF SALES | |
| 6,992 | | |
| — | |
GROSS PROFIT | |
| 9,054 | | |
| — | |
OPERATING EXPENSES | |
| | | |
| | |
Selling, general and administrative expenses | |
| 63,603 | | |
| 23,127 | |
Total operating expenses | |
| 63,603 | | |
| 23,127 | |
LOSS FROM OPERATIONS | |
| (54,549 | ) | |
| (23,127 | ) |
Interest income/(expense) and other, net | |
| — | | |
| — | |
NET LOSS | |
$ | (54,549 | ) | |
$ | (23,127 | ) |
Net loss applicable to non-controlling interest | |
| (21,670 | ) | |
| — | |
NET INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. | |
$ | (32,879 | ) | |
$ | (23,127 | ) |
NET INCOME/(LOSS) PER SHARE OF COMMON STOCK—Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
WEIGHTED AVERAGE SHARES OUTSTANDING—Basic and diluted | |
| 31,637,151 | | |
| 10,637,151 | |
| |
| | | |
| | |
The accompanying notes are an integral
part of these consolidated condensed financial statements.
SMARTAG INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS
OF CASH FLOWS
(UNAUDITED)
| |
|
| |
Three Months Ended December 31, |
| |
2015 | |
2014 |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (54,549 | ) | |
$ | (23,127 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Other receivable | |
| — | | |
| (95,000 | ) |
Inventory | |
| (11,284 | ) | |
| (34,800 | ) |
Accounts payable | |
| (26,868 | ) | |
| 7,725 | |
Other Payable | |
| — | | |
| 450,000 | |
Net cash used in operating activities | |
| (92,701 | ) | |
| 304,798 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Advances from related parties | |
| 81,439 | | |
| — | |
Repayment of note payable – related party | |
| (50,000 | ) | |
| — | |
Net cash used in investing activities | |
| 31,439 | | |
| — | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (61,262 | ) | |
| 304,798 | |
| |
| | | |
| | |
Cash - beginning balance | |
| 82,376 | | |
| 72,388 | |
| |
| | | |
| | |
Cash - ending balance | |
$ | 21,114 | | |
$ | 377,186 | |
| |
| | | |
| | |
Supplemental disclosure of cash flows information: | |
| | | |
| | |
Interest paid | |
$ | — | | |
$ | — | |
Income taxes paid | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
The accompanying notes are an integral
part of these consolidated condensed financial statements.
SMARTAG INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS
DECEMBER 31, 2015
(UNAUDITED)
NOTE 1 – ORGANIZATION
Current Operations and Background
Smartag International, Inc., a Nevada
corporation (“Smartag,” “Company,” “we,” “us,” or “our”), was formed
as Theca Corporation on March 24, 1999 in Colorado. The Company is in the development stage as defined in Financial
Accounting Standards Board Statement No. 7. On November 29, 2004, we merged with Art4Love, Inc., a Delaware corporation, into Art4Love,
Inc. a Nevada corporation. On February 109, 2009, Art4Love changed its name to Smartag International, Inc.
Since 2013, Smartag has been actively
involved in traceability for manufacturing plants and in the food and beverage industry. Smartag realized a key potential growth
area – healthy beverage products which it can source the raw materials which are of low calories but at the same time healthy
and natural. The US market was overwhelmed with sodas, flavored water and energy drinks, but in recent years, the demand has been
changing towards a healthier alternative.
In July 2015, Smartag entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with Essential Beverage Corporation, a Nevada
corporation, pursuant to which the Company purchased a 51% interest in EBC for a total consideration of $399,709 and one million
shares of the Company’s restricted common stock valued at $23,000.
In August 2015, Smartag brought in new
management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling its traceability technology to give
reassurance and recall features. Realizing the key benefits of this rising demand, Smartag under its subsidiary, Essential Beverage
Corp. (“EBC”) launched a refreshing line energy and functional beverage, Thrivida, that enhances the health of consumers
which at the same time enables it to enter the traceable beverage business.
In November 2015, Smartag signed an
agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen Nan Shun Technology Co. Ltd (“SSNST”),
a company based in Shenzhen, China which is involved in e-commerce trading on e-Bay, Amazon and Alipay platforms. Using the expertise
of SSNST, Smartag will develop the business of e-Commerce trading, procurement, collection and distribution through a new joint
venture company in Hong Kong.
NOTE 2 – Basis of Presentation
and Significant of Accounting Policies
Basis of Presentation
and Principles of Consolidation — The unaudited consolidated condensed interim financial statements have
been prepared have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Smartag
International, Inc. and its subsidiary, Essential Beverage Corporation. All significant intercompany transactions and balances
were eliminated in consolidation.. The information furnished herein reflects all adjustments (consisting of normal recurring accruals
and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective
periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.
These financial statements should be read in conjunction with the audited financial statements and notes for the year ended September
30, 2015 included in our Annual Report on Form 10-K. The results of the three month periods ended December 31, 2015 are not necessarily
indicative of the results to be expected for the full year ending September 30, 2016. All significant intercompany
transactions and balances were eliminated in consolidation.
Going Concern - The accompanying
consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate
continuation of the company as a going concern. However, we have an accumulated deficit of $2,805,069 as of December 31, 2015.
Our total liabilities exceeded its total assets as of December 31, 2015. In view of the matters described above, recoverability
of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon our continued operations,
which in turn is dependent upon our ability to raise additional capital, and obtain financing. The consolidated financial statements
do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification
of liabilities that might be necessary should we be unable to continue as a going concern.
Use of Estimates —
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
— The Company considers investments with original maturities of 90 days or less to be cash equivalents.
Accounts Receivable - Accounts
receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability
based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts
as of December 31, 2015 and September 30, 2015.
Inventory -
Inventory is valued at the lower of cost or market. Cost is determined using standard costs, which approximates the first-in,
first-out method.
Factoring
of Receivable - The Company use a factor for working capital and credit
administration purposes. Under the factoring agreement, the factor purchases a portion of the trade accounts receivable and assumes
all credit risk with respect to such accounts. The Company includes the amount in accounts receivable. The amounts advanced are
included in current liabilities.
Revenue Recognition -
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the
criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is
reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients.
In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred
revenue and amortized over the term of the agreement.
Income Taxes — The
Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires,
among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation
allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.
Goodwill— The
Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine
whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur,
for impairment using fair value measurement techniques. These events could include a significant change in the business climate,
legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or
other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment
test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including
goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit.
A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows,
growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget
and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and
the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second
step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill
impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.
If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss
is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount
of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets
and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.
Stock-Based Compensation
— The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC
Topic 718, “Share Based Payment Arrangements”. The standard requires recognition of the cost of employee
services received in exchange for an award of equity instruments in the consolidated financial statements over the period the employee
is required to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services
received in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly,
upon adoption, prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect
of compensation expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and
recorded compensation expense for all awards granted after the date of adoption.
The standard provides that income tax
effects of share-based payments are recognized in the consolidated financial statements for those awards that will normally result
in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction
related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results
in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax
benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying
disposition.
Net Loss Per Share —
The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings per Share,” Under the provisions
of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares
related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share because their
effect is anti-dilutive.
Concentration of Credit Risk
— Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The
Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution
may exceed FDIC insured limits.
Financial Instruments
— Our financial instruments consist of cash, accounts payable, and notes payable. The carrying values of cash,
accounts payable, and notes payable are representative of their fair values due to their short-term maturities.
Marketable
Securities— The Company classifies its marketable equity securities as available-for-sale and carries them at
fair market value, with the unrealized gains and losses included in the determination of comprehensive income and reported in
stockholders’ equity. Losses that the Company believes are other-than-temporary are realized in the period that the
determination is made. As of December 31, 2015 and September 30, 2015, the Company had $25,000 in unrealized losses. None of
the investments have been hedged in any manner.
Recently Issued Accounting Pronouncements
The Company reviewed all recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not
or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
NOTE 3 – Business Combinations
Stock Purchase Agreement - EBC
During the year ended September
30, 2015, the Company advanced Legendary Liquids LLC, a related party and predecessor of EBC, $96,500 which is being classified
as other receivable. The amount due is unsecured and interest free. The purpose of the investment was to partner with beverage
company to provide product tracking. During the quarter ended March 31, 2015, the Company entered into a partnership agreement
with Essentials Beverage Company (“Essentials”) whereby the Company agreed to contribute Essentials operational funds
in exchange for 65% of the revenues generated by Essentials. As of June 30, 2015, the Company had funded Essentials $253,237 and
had accounts receivables owed from Essentials amounted to $49,972.
On July 5, 2015, the Company
entered into a Purchase Agreement with EBC, pursuant to which the Company purchased a 51% interest in EBC for a total previous
consideration due from EBC of $399,709 and one million shares of the Company’s restricted common stock valued at $23,000.
At the time of the transaction, the Company deemed the previous consideration of $360,975 as not collectible. The Company
recorded goodwill associated with the transaction of $260,975.
The Company
has estimated that the fair value of the assets p at the date of the purchase in accordance with Accounting Standards Codification
805, “Business Combinations”, as follows:
Assets | |
$ | 4,958 | |
Intangible assets | |
| — | |
Goodwill | |
| 260,975 | |
fair value of liabilities assumed | |
| (266,835 | ) |
Non controlling interest | |
| (22,098 | ) |
Purchase price | |
$ | 23,000 | |
NOTE 4 – Other Payable - Related Party
During the year ended September 30,
2015, the Company received $810,000 advances from related parties which the terms were still being negotiated and currently were
recorded under other payable. $730,000 was from a related entity to a former director and $80,000 was received from Chee Song Yap.
The two parties entered into 0% interest notes which are to be repaid by September 30, 2016.
During the quarter ended December 31,
2015, the Company received $81,439 advances from related parties which was a temporary advance and expected to be repaid as soon
as practical.
NOTE 5 – Note Payable
– Related Party
Secured Note
On March 17, 2009, we entered into a
Secured Revolving Promissory Note (the “Secured Note”) with Smartag Solutions Bhd, a Malaysian corporation, the majority
stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd, agreed to advance to the Company, from
time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2014. All
advances shall be paid on or before September 30, 2016 and this advance has an interest rate of 0% per annum. As of December 31,
2015, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior to all current and future indebtedness
of Smartag and is secured by substantially all of the assets of Smartag. The Secured Note shall be repaid on or before September
30, 2016.
Loan Agreement
On September 19, 2013, we entered
into a Loan Agreement (“Loan Agreement”) with SSB. Under the terms of the agreement, SSB loaned the Company $200,000
(“Loan”). On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall be repaid on or before September
30, 2016 and this loan has an interest rate of 0% interest per annum. During the three months ended March 31, 2015, the Company
repaid $100,000 of the Loan. During the three months ended December 31, 2015, the Company repaid $50,000 of the Loan.
NOTE 6 – Stockholder’s Deficit
As of September 30, 2015, there were
authorized 500,000,000 shares of common stock, par value $0.001 per share and 25,000,000 shares of preferred stock, par value $0.001
per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the
stockholder of the corporation is sought.
On July 5, 2015, the Company authorized
the issuance of 1,000,000 shares to EBC in partial consideration of 51% of EBC. The Company placed a value of $23,000 for these
shares. These shares have not yet been issued.
On August 19, 2015, the Company issued
13,500,000 shares of restricted common stock to its director, Chee Song Yap, and recorded stock compensation expense of $310,500.
Additionally, on August 19, 2015, the Company issued 7,500,000 shares of restricted common stock to unrelated parties for services
and recorded stock compensation expense of $172,500.
There are currently 31,637,151 shares
of common stock issued and outstanding and zero shares of preferred stock issued and outstanding.
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this
Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended September 30, 2015
and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion
and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere
in this Form 10-Q.
The following discussion contains
certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future
performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking
statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We
strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September
30, 2015 in the section entitled “Risk Factors” for a description of certain risks that could, among other things,
cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking
statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited
Financial Statements and notes thereto that appear elsewhere in this report.
Overview
Smartag International,
Inc. specializes in traceability and mobile payments. We provide food traceability, RFID solutions, near field communications,
track and trace services and micro payment services.
Amongst
the list of accomplishments of the Smartag Group of companies include:
- Smartag provides
innovative solutions and services to various industries in the private and government sectors through Internet and Mobility applications
technologies to deliver our products and services to homes and businesses. It has mainly concentrated in recent years to be a front-runner
in offering cross-border traceability solutions and in the process has ventured into the distribution of beverage business in the
United States as well as e-Commerce on eBay, Amazon and Alibaba platforms.
- Fully developed
Smartrack™ EPCIS (Electronic Product Code Information Services), which culminated in the company receiving the ‘Best
of e-Logistics Merit Award’ for Smartrack™ at the MSC Malaysia APICTA Awards 2010, and Merit Winner under the category
of e-Logistics and Supply Chain Management at the Asia Pacific ICT Alliance Awards 2010. Smartrack™ is also the first in
Asia Pacific, and the second in the world to pass all nine (9) conformance test branches conducted by MET Laboratories Inc. on
behalf of GS1 International whereupon Smartrack™ was subsequently awarded with the EPC Global Software Certification Mark.
This allows us to link up multiple supply chain logistics company systems together safely into one traceability system using RFID
and Bar Codes.
- Developed comprehensive
Food Traceability solution from Farm to table, using GPS, Internet and mobility technologies. The solution is suitable for products
like Palm Oil, Frozen meat, high value herbs and health care products.
Since 2013, Smartag
has been actively involved in traceability for the food and beverage industry. Smartag realized a key potential growth area –
healthy beverage products which it can source the raw materials which are of low calories but at the same time healthy and natural.
The US market was overwhelmed with sodas, flavored water and energy drinks, but in recent years, the demand has been changing towards
a healthier alternative.
In August 2015, Smartag
brought in new management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling its traceability technology
to give reassurance and recall features. Realizing the key benefits of this rising demand, Smartag under its subsidiary, Essential
Beverage Corp. (“EBC”) launched a refreshing line energy and functional beverage, Thrivida, that enhances the health
of consumers which at the same time enables it to enter the traceable beverage business. http://thrivida.com/
Also, within the span
of 24-36 months, it is our intention to market a range of beverage drinks for the United States and Asia PacificThe goal: to create
exhilarating beverages that are not only a healthier alternative to other drinks, but a new way for consumers to enjoy vitamin
and ingredient enhanced beverages. At the same time, because the need for traceable drinks is increasing in the United States as
well as China, Smartag is well positioned to take its core technology to test out in its own line of beverages worldwide.
In November 2015,
Smartag signed an agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen Nan Shun Technology
Co. Ltd (“SSNST”), a company based in Shenzhen, China which is involved in e-commerce trading on e-Bay, Amazon and
Alipay platforms. SSNST has been in the business of e-Commerce for the past 5 years and have consistently been one of the top suppliers
of a range of products including electronic items and toys on eBay and Amazon. As a result of this agreement, Smartag will establish
a minority owned Hong Kong venture to develop an e-Commerce trading, procurement, collection and distribution platform. When the
joint venture is completed, the joint venture will be able to offer additional products such as LED lighting, outdoor sports equipment,
beauty products and cosmetics, vehicles accessories and bicycles. The agreement with SSNST shall enable Smartag to enter into the
e-Commerce business which eventually shall combine the usage of its own track & trace solutions to increase efficiency of the
supply chain for online purchases whilst at the same time enable SSNST to further increase its range of products including Smartag’s
beverages under the Thrivida brand in China.
.
Results of Operations
Comparison of the three months
ended December 31, 2015 and 2014
Revenues
For the three months ended December
31, 2015 and 2014, the Company recorded revenue of $16,046 and $0 of respectively. The increase was due to our acquisition of Essentials.
Cost of Sales
Cost of sales was $6,992 and $0 for
the three months ended December 31, 2015 and 2014. The increase in cost of sales was due cost associated with the above revenue.
Selling, General and Administrative
Expenses
Selling, general and administrative
expenses were $63,603 and $23,127 for the three months ended December 31, 2015 and 2014, respectively. The increase of $40,476
was due primarily to our acquisition of Essentials.
Liquidity and Capital Resources
The following is a summary of the Company's
cash flows provided by (used in) operating, investing, and financing activities for the three months ended December 31, 2015 and
2014:
| |
Three Months Ended December 31, |
| |
2015 | |
2014 |
Operating Activities | |
$ | (92,701 | ) | |
$ | 304,798 | |
Investing Activities | |
| — | | |
| — | |
Financing Activities | |
| 31,439 | | |
| — | |
Net Effect on Cash | |
$ | (61,262 | ) | |
$ | 304,798 | |
In the three months ending December
31, 2015, the Company incurred a net loss of $54,549, an increase in inventory of $11,284 and a decrease in accounts payable of
$26,868. For the three months ended December 31, 2014, the Company incurred a net loss of $23,127, an decrease in other
receivable of $95,000 and an increase in inventory of $34,800 which was offset by an increase in accounts payable of $7,725 and
an increase in other payables of $450,000.
In the three months ending December
31, 2015, the Company repaid $50,000 of its note payable from a related party and received advances of $81,439 from related parties.
Going Concern Uncertainties
We have sufficient working capital currently
and may secure additional working capital through loans or sales of common stock. Nevertheless our auditor has issued a "going
concern" qualification as part of his opinion in the Audit Report for the year ended September 30, 2015, and our unaudited
financial statements for the quarter ended December 31, 2015 include a "going concern" footnote contingent on us to be
able to raise working capital to grow our operations.
Commitments and Contractual Obligations
On March 17, 2009, we entered into a
Revolving Promissory Note (the “Secured Note”) with Smartag Solutions Bhd, a Malaysian corporation, the majority stockholder
of the Company. Under the terms of the Note, Smartag Solutions Bhd., agreed to advance to the Company, from time to
time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2015. All advances
shall be paid on or before September 30, 2015 and interest shall accrue from the date of any advances on any principal amount withdrawn,
and on accrued and unpaid interest thereon, at the rate of zero percent (0%) per annum, compounded annually. As of December 31,
2015, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior to all current and future indebtedness
of Smartag and is secured by substantially all of the assets of Smartag.
On September 19, 2013, we entered into
a Loan Agreement (“Loan Agreement”) with SSB. Under the terms of the agreement, SSB loaned the Company $200,000 (“Loan”).
On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall be repaid on or before September 30, 2015 and this loan
has an interest rate of 0% interest per annum. , but however subject to SSB fulfilling the condition to transfer the traceability
technology to complete the North American operations including the Electronic Product Code Information System (EPCIS). The Company
repaid $50,000 of the Loan in the three months ended December 31, 2015 but further repayment shall be on condition towards completion
of the technology traceability transfer and the EPCIS.
During the year ended September 30,
2015, the Company received $810,000 advances from related parties which the terms were still being negotiated and currently were
recorded under other payable. $730,000 was from a related entity to a former director and $80,000 was received from Chee Song Yap.
The two parties entered into 0% interest notes which are to be repaid by September 30, 2016.
During the quarter ended December 31,
2015, the Company received $81,439 advances from related parties which was a temporary advance and expected to be repaid as soon
as practical.
Off-Balance Sheet Arrangements
We have not entered into 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 and would
be considered material to investors.
Recently Issued Accounting Pronouncements
Refer to the notes to the financial
statements for a complete description of recent accounting standards which we have not yet been required to implement and may be
applicable to our operation, as well as those significant accounting standards that have been adopted during the current year.
Critical Accounting Policies
Our financial statements were prepared
in conformity with U.S. generally accepted accounting principles. As such, management is required to make certain estimates, judgments
and assumptions that they believe are reasonable based upon the information available. These estimates and assumptions
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income
and expense during the periods presented. The significant accounting policies which management believes are the most critical to
aid in fully understanding and evaluating our reported financial results include the following:
Revenue Recognition -
The Company recognizes revenue in accordance
with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1)
persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement or services
rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or
services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements,
when we are paid in advance, these amounts are classified as deferred revenue and amortized over the term of the agreement.
Item 3 Quantitative and Qualitative
Disclosures About Market Risk.
As a "smaller reporting company"
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item
Item 4 Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures: We conducted an evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a
company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2015, that our disclosure
controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be
noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.
Management's Report on
Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is designed 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. The
internal controls for the Company are provided by executive management's review and approval of all transactions. Our
internal control over financial reporting also includes those policies and procedures that:
- pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
- provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP,
and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
- provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness
of the Company's internal control over financial reporting as of December 31, 2015. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting
and testing of the operational effectiveness of these controls.
Based on this assessment, management
has concluded that as of December 31, 2015, our internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.
This quarterly report does not
include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over
Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ending
December 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
PART II -- OTHER INFORMATION
Item 1. Legal
Proceedings.
To the best knowledge of our sole officer
and director, the Company is not a party to any legal proceeding or litigation.
Item 1A. Risk
Factors.
As a "smaller reporting company"
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item. See the Company's
Annual Report on Form 10-K for the period ending September 30, 2015 which identifies and discloses certain risks and uncertainties
including, without limitation, those "Risk Factors" included in Item 1A of the Annual Report.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults
Upon Senior Securities.
None.
Item 5. Other
Information.
None.
ITEM 6. |
|
Exhibits |
|
|
31 |
Certification of President pursuant to Exchange Act Rule 13a-14 and 15d-14. |
|
|
|
|
|
|
32 |
Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SMARTAG INTERNATIONAL, INC.
Date: February 19, 2016
/ s/ Lock Sen Yow
Lock Sen Yow
Title: Chief Executive Officer, President and Chief
Financial Officer
EXHIBIT 31
SMARTAG INTERNATIONAL, INC.
Certification of Chief Executive Officer
and Chief Financial Officer Pursuant to
Securities Exchange Act Rules 13a-14
and 15d-14
I, Lock Sen Yow, certify that:
1. I have reviewed this quarterly report
on Form 10-Q of Smartag International, Inc.;
2. Based on my knowledge, this
quarterly 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 quarterly report;
3. Based on my knowledge, the financial
statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant’s other
certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
|
Date: February 19, 2016 |
/s/ Lock Sen Yow |
|
Name: Lock Sen Yow |
|
Title: Chief Executive Officer, President and Chief Financial Officer |
EXHIBIT 32
SMARTAG INTERNATIONAL, INC.
CERTIFICATION
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION
1350, CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)
Pursuant to section 906
of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the
undersigned officer of Smartag International, Inc. (the “Company”), does hereby certify with respect to the Quarterly
Report of the Company on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), to the best of the undersigned’s knowledge that:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: February 19, 2016 |
/s/ Lock Sen Yow |
|
Name: Lock Sen Yow |
|
Title: Chief Executive Officer, President and Chief Financial Officer |
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Balance Sheets - USD ($)
|
Dec. 31, 2015 |
Sep. 30, 2015 |
CURRENT ASSETS |
|
|
Cash |
$ 21,114
|
$ 82,376
|
Accounts receivable |
0
|
0
|
Other receivable |
0
|
0
|
Inventory |
11,284
|
0
|
TOTAL CURRENT ASSETS |
32,398
|
82,376
|
Goodwill |
260,975
|
260,975
|
TOTAL ASSETS |
293,373
|
343,351
|
CURRENT LIABILITIES: |
|
|
Accounts payable and accrued expenses |
163,940
|
190,808
|
Note Payable, Related Party |
150,000
|
200,000
|
Secured Revolving Not Payable, Related Party |
192,457
|
192,457
|
Other Payable, Related Party |
891,439
|
810,000
|
TOTAL CURRENT LIABILITIES |
1,397,836
|
1,393,265
|
TOTAL LIABILITIES |
1,397,836
|
1,393,265
|
STOCKHOLDERS DEFICIT: |
|
|
Preferred stock, 25,000,000 shares authorized, no shares issued and outstanding, no rights or privileges designated |
0
|
0
|
Common Stock, $.001 par value, 500,000,000 shares authorized, 31,637,151 shares issued and outstanding, respectively. |
31,637
|
31,637
|
Additional paid in capital |
1,713,361
|
1,713,361
|
Accumulated deficit |
(2,805,069)
|
(2,772,190)
|
TOTAL STOCKHOLDERS DEFICIT |
(1,060,071)
|
(1,027,192)
|
Non-controlling interest |
(44,392)
|
(22,722)
|
Total Stockholders Deficit |
(1,104,463)
|
(1,049,914)
|
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
$ 293,373
|
$ 343,351
|
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v3.3.1.900
Balance Sheets (Parenthetical) - shares
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Statement of Financial Position [Abstract] |
|
|
Preferred Stock, Authorized |
25,000,000
|
25,000,000
|
Preferred Stock, Issued |
0
|
0
|
Common Stock, Authorized |
500,000,000
|
500,000,000
|
Common Stock, Issued |
31,637,151
|
31,637,151
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X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
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v3.3.1.900
Statements of Operations - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
$ 16,046
|
$ 0
|
COST OF SALES |
6,992
|
0
|
GROSS PROFIT |
9,054
|
0
|
OPERATING EXPENSES: |
|
|
General and administrative expenses |
63,603
|
23,127
|
LOSS FROM OPERATIONS |
(54,549)
|
(23,127)
|
Interest expense and other, net |
0
|
0
|
LOSS BEFORE PROVISION FOR INCOME TAXES |
(54,549)
|
(23,127)
|
Provision for income taxes |
0
|
0
|
NET LOSS |
(54,549)
|
(23,127)
|
Net loss applicable to non-controlling interest |
(21,670)
|
0
|
NET INCOME/(LOSS) APPLICABLE TO SMARTAG INTERNATIONAL, INC. |
$ (32,879)
|
$ (23,127)
|
NET LOSS PER SHARE OF COMMON STOCK - Basic and diluted |
$ (.00)
|
$ (.00)
|
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted |
31,637,151
|
10,637,151
|
X |
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v3.3.1.900
Condensed Statements of Cash Flows - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Cash flows from operating activities: |
|
|
Net loss |
$ (54,549)
|
$ (23,127)
|
Stock based compensation |
0
|
0
|
Unrealized loss on investment |
0
|
0
|
Changes in current assets and liabilities: |
|
|
Accounts receivable |
0
|
(95,000)
|
Inventory |
(11,284)
|
(34,800)
|
Accounts payable |
(26,868)
|
7,725
|
Other payable |
0
|
450,000
|
Net cash used in operating activities |
(92,701)
|
304,798
|
Cash flows from investing activities: |
|
|
Investment in securities |
0
|
0
|
Net cash provided by investing activities |
0
|
0
|
Cash flows from financing activities: |
|
|
Advances from related parties |
81,439
|
0
|
Proceeds from Revolving Note |
0
|
|
Proceeds from note payable |
0
|
|
Repayment of note payable |
(50,000)
|
0
|
Issuance of Common Stock for Cash |
0
|
|
Net cash provided by financing activities |
31,439
|
0
|
Net increase (decrease) in cash and cash equivalents |
(61,262)
|
304,798
|
Cash and cash equivalents - beginning balance |
82,376
|
72,388
|
Cash and cash equivalents - ending balance |
21,114
|
$ 377,186
|
Supplemental disclosure of cash flows information: |
|
|
Interest paid |
0
|
|
Income taxes paid |
$ 0
|
|
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. 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. Excludes cash and cash equivalents within disposal group and discontinued operation.
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- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
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v3.3.1.900
Nature of business
|
3 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Nature of business |
NOTE 1 ORGANIZATION
Current Operations and Background
Smartag International, Inc., a Nevada
corporation (Smartag, Company, we, us, or our), was formed
as Theca Corporation on March 24, 1999 in Colorado. The Company is in the development stage as defined in Financial
Accounting Standards Board Statement No. 7. On November 29, 2004, we merged with Art4Love, Inc., a Delaware corporation, into Art4Love,
Inc. a Nevada corporation. On February 109, 2009, Art4Love changed its name to Smartag International, Inc.
Since 2013, Smartag has been actively
involved in traceability for manufacturing plants and in the food and beverage industry. Smartag realized a key potential growth
area healthy beverage products which it can source the raw materials which are of low calories but at the same time healthy
and natural. The US market was overwhelmed with sodas, flavored water and energy drinks, but in recent years, the demand has been
changing towards a healthier alternative.
In July 2015, Smartag entered into a
Securities Purchase Agreement (the Purchase Agreement) with Essential Beverage Corporation, a Nevada
corporation, pursuant to which the Company purchased a 51% interest in EBC for a total consideration of $399,709 and one million
shares of the Companys restricted common stock valued at $23,000.
In August 2015, Smartag brought in new
management led by Mr. Chee Song Yap to lead its efforts in the beverage business by coupling its traceability technology to give
reassurance and recall features. Realizing the key benefits of this rising demand, Smartag under its subsidiary, Essential Beverage
Corp. (EBC) launched a refreshing line energy and functional beverage, Thrivida, that enhances the health of consumers
which at the same time enables it to enter the traceable beverage business.
In November 2015, Smartag signed an
agreement with Bobby Tang Siu Ki and Yang Ye Cai, the co-owners and founders of Shenzhen Shen Nan Shun Technology Co. Ltd (SSNST),
a company based in Shenzhen, China which is involved in e-commerce trading on e-Bay, Amazon and Alipay platforms. Using the expertise
of SSNST, Smartag will develop the business of e-Commerce trading, procurement, collection and distribution through a new joint
venture company in Hong Kong.
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- 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.
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v3.3.1.900
Basis of Presentation and Significant Accounting Policies
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
BASIS OF PRESENTATION AND ORGANIZATION |
NOTE 2 Basis of Presentation
and Significant of Accounting Policies
Basis of Presentation
and Principles of Consolidation The unaudited consolidated condensed interim financial statements have
been prepared have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Smartag
International, Inc. and its subsidiary, Essential Beverage Corporation. All significant intercompany transactions and balances
were eliminated in consolidation.. The information furnished herein reflects all adjustments (consisting of normal recurring accruals
and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective
periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.
These financial statements should be read in conjunction with the audited financial statements and notes for the year ended September
30, 2015 included in our Annual Report on Form 10-K. The results of the three month periods ended December 31, 2015 are not necessarily
indicative of the results to be expected for the full year ending September 30, 2016. All significant intercompany
transactions and balances were eliminated in consolidation.
Going Concern - The accompanying
consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate
continuation of the company as a going concern. However, we have an accumulated deficit of $2,805,069 as of December 31, 2015.
Our total liabilities exceeded its total assets as of December 31, 2015. In view of the matters described above, recoverability
of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon our continued operations,
which in turn is dependent upon our ability to raise additional capital, and obtain financing. The consolidated financial statements
do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification
of liabilities that might be necessary should we be unable to continue as a going concern.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers investments with original maturities of 90 days or less to be cash equivalents.
Accounts Receivable - Accounts
receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability
based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts
as of December 31, 2015 and September 30, 2015.
Inventory -
Inventory is valued at the lower of cost or market. Cost is determined using standard costs, which approximates the first-in, first-out
method.
Factoring
of Receivable - The Company use a factor for working capital and credit
administration purposes. Under the factoring agreement, the factor purchases a portion of the trade accounts receivable and assumes
all credit risk with respect to such accounts. The Company includes the amount in accounts receivable. The amounts advanced are
included in current liabilities.
Revenue Recognition -
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the
criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is
reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients.
In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred
revenue and amortized over the term of the agreement.
Income Taxes The
Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 740, Income Taxes. The standard requires,
among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation
allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.
Goodwill The
Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine
whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur,
for impairment using fair value measurement techniques. These events could include a significant change in the business climate,
legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or
other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment
test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including
goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit.
A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows,
growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Companys budget
and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and
the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second
step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill
impairment test compares the implied fair value of the reporting units goodwill with the carrying amount of that goodwill.
If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment loss
is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount
of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets
and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.
Stock-Based Compensation
The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC
Topic 718, Share Based Payment Arrangements. The standard requires recognition of the cost of employee
services received in exchange for an award of equity instruments in the consolidated financial statements over the period the employee
is required to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services
received in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly,
upon adoption, prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect
of compensation expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and
recorded compensation expense for all awards granted after the date of adoption.
The standard provides that income tax
effects of share-based payments are recognized in the consolidated financial statements for those awards that will normally result
in tax deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction
related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results
in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax
benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying
disposition.
Net Loss Per Share
The Company computes net loss per share in accordance with FASB ASC Topic 260, Earnings per Share, Under the provisions
of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares
related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share because their
effect is anti-dilutive.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The
Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution
may exceed FDIC insured limits.
Financial Instruments
Our financial instruments consist of cash, accounts payable, and notes payable. The carrying values of cash,
accounts payable, and notes payable are representative of their fair values due to their short-term maturities.
Marketable Securities
The Company classifies its marketable equity securities as available-for-sale and carries them at fair market value, with the unrealized
gains and losses included in the determination of comprehensive income and reported in stockholders equity. Losses that
the Company believes are other-than-temporary are realized in the period that the determination is made. As of December 31, 2015,
2015, the Company had $25,000 in unrealized losses. None of the investments have been hedged in any manner.
Recently Issued Accounting Pronouncements
The Company reviewed all recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not
or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
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- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
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v3.3.1.900
Business Combinations
|
3 Months Ended |
Dec. 31, 2015 |
Business Combinations [Abstract] |
|
Business Combinations |
NOTE 3 Business Combinations
Stock Purchase Agreement - EBC
During the year ended September
30, 2015, the Company advanced Legendary Liquids LLC, a related party and predecessor of EBC, $96,500 which is being classified
as other receivable. The amount due is unsecured and interest free. The purpose of the investment was to partner with beverage
company to provide product tracking. During the quarter ended March 31, 2015, the Company entered into a partnership agreement
with Essentials Beverage Company (Essentials) whereby the Company agreed to contribute Essentials operational funds
in exchange for 65% of the revenues generated by Essentials. As of June 30, 2015, the Company had funded Essentials $253,237 and
had accounts receivables owed from Essentials amounted to $49,972.
On July 5, 2015, the Company
entered into a Purchase Agreement with EBC, pursuant to which the Company purchased a 51% interest in EBC for a total previous
consideration due from EBC of $399,709 and one million shares of the Companys restricted common stock valued at $23,000.
At the time of the transaction, the Company deemed the previous consideration of $360,975 as not collectible. The Company
recorded goodwill associated with the transaction of $260,975.
The Company
has estimated that the fair value of the assets p at the date of the purchase in accordance with Accounting Standards Codification
805, Business Combinations, as follows:
Assets |
|
$ |
4,958 |
|
Intangible assets |
|
|
|
|
Goodwill |
|
|
260,975 |
|
fair value of liabilities assumed |
|
|
(266,835 |
) |
Non controlling interest |
|
|
(22,098 |
) |
Purchase price |
|
$ |
23,000 |
|
|
X |
- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.3.1.900
Other Payable
|
3 Months Ended |
Dec. 31, 2015 |
Payables and Accruals [Abstract] |
|
Other Payable |
NOTE 4 Other Payable - Related Party
During the year ended September 30,
2015, the Company received $810,000 advances from related parties which the terms were still being negotiated and currently were
recorded under other payable. $730,000 was from a related entity to a former director and $80,000 was received from Chee Song Yap.
The two parties entered into 0% interest notes which are to be repaid by September 30, 2016.
During the quarter ended December 31,
2015, the Company received $81,439 advances from related parties which was a temporary advance and expected to be repaid as soon
as practical.
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Note Payable - Related Party
|
3 Months Ended |
Dec. 31, 2015 |
Notes to Financial Statements |
|
Note Payable |
NOTE 5 Note Payable
Related Party
Secured Note
On March 17, 2009, we entered into a
Secured Revolving Promissory Note (the Secured Note) with Smartag Solutions Bhd, a Malaysian corporation, the majority
stockholder of the Company. Under the terms of the Note, Smartag Solutions Bhd, agreed to advance to the Company, from
time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2014. All
advances shall be paid on or before September 30, 2016 and this advance has an interest rate of 0% per annum. As of December 31,
2015, Smartag Solutions Bhd advanced us $192,457. The Secured Note ranks senior to all current and future indebtedness
of Smartag and is secured by substantially all of the assets of Smartag. The Secured Note shall be repaid on or before September
30, 2016.
Loan Agreement
On September 19, 2013, we entered
into a Loan Agreement (Loan Agreement) with SSB. Under the terms of the agreement, SSB loaned the Company $200,000
(Loan). On May 16, 2014, the SSB increased the Loan to $300,000. The Loan shall be repaid on or before September
30, 2016 and this loan has an interest rate of 0% interest per annum. During the three months ended March 31, 2015, the Company
repaid $100,000 of the Loan. During the three months ended December 31, 2015, the Company repaid $50,000 of the Loan.
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Equity
|
3 Months Ended |
Dec. 31, 2015 |
Equity [Abstract] |
|
Equity |
NOTE 6 Stockholders Deficit
As of September 30, 2015, there were
authorized 500,000,000 shares of common stock, par value $0.001 per share and 25,000,000 shares of preferred stock, par value $0.001
per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the
stockholder of the corporation is sought.
On July 5, 2015, the Company authorized
the issuance of 1,000,000 shares to EBC in partial consideration of 51% of EBC. The Company placed a value of $23,000 for these
shares. These shares have not yet been issued.
On August 19, 2015, the Company issued
13,500,000 shares of restricted common stock to its director, Chee Song Yap, and recorded stock compensation expense of $310,500.
Additionally, on August 19, 2015, the Company issued 7,500,000 shares of restricted common stock to unrelated parties for services
and recorded stock compensation expense of $172,500.
There are currently 31,637,151 shares
of common stock issued and outstanding and zero shares of preferred stock issued and outstanding.
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v3.3.1.900
Basis of Presentation and Significant Account Policies (Policies)
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation and Principles of Consolidation The unaudited consolidated condensed
interim financial statements have been prepared have been prepared in accordance with U.S. generally accepted accounting principles
and include the accounts of Smartag International, Inc. and its subsidiary, Essential Beverage Corporation. All significant intercompany
transactions and balances were eliminated in consolidation.. The information furnished herein reflects all adjustments (consisting
of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating
results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements
prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant
to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and
notes for the year ended September 30, 2015 included in our Annual Report on Form 10-K. The results of the three month periods
ended December 31, 2015 are not necessarily indicative of the results to be expected for the full year ending September 30, 2016. All
significant intercompany transactions and balances were eliminated in consolidation.
~
|
Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents The Company considers
investments with original maturities of 90 days or less to be cash equivalents. As
of June 30, 2014 and September 30, 2013, we have no cash equivalents.
~
|
Revenue Recognition |
Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC
605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
~
|
Accounts Receivable |
Accounts Receivable - Accounts receivable are carried at their estimated collectible
amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers
and their current financial condition. The Company has no allowance for doubtful accounts as of December 31, 2015 and
September 30, 2015.
~
|
Stock-based Compensation |
Stock-Based Compensation
The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC
Topic 718, Share Based Payment Arrangements. The standard requires recognition of the cost of employee
services received in exchange for an award of equity instruments in the financial statements over the period the employee is required
to perform the services in exchange for the award. The standard also requires measurement of the cost of employee services received
in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly, upon adoption,
prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect of compensation
expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption and recorded compensation
expense for all awards granted after the date of adoption.
The standard provides that income
tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax
deduction under existing law. Under current U.S. federal tax law, the Company would receive a compensation expense deduction related
to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options creates a deductible temporary difference which results
in a deferred tax asset and a corresponding deferred tax benefit in the income statement. The Company does not recognize a tax
benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying
disposition.
|
Income Taxes |
Income Taxes The
Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 740, Income Taxes. The standard requires,
among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation
allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.
|
goodwill |
Goodwill - The Company periodically reviews the carrying value of intangible assets not subject to amortization, including
goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when
certain triggering events occur, for impairment using fair value measurement techniques. These events could include a
significant change in the business climate, legal factors, a decline in operating performance, competition, sale or
disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using
a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the
fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted
cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make
various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The
assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate
assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a
reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of
the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the
goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill
impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill.
If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss
is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the
amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of
the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been
acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the
reporting unit.
|
Net Loss Per Share |
Net Loss Per Share
The Company computes net loss per share in accordance with FASB ASC Topic 260, Earnings per Share, Under the provisions
of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares
related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share because their
effect is anti-dilutive.
|
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The
Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution
may exceed FDIC insured limits.
|
Financial Instruments |
Financial Instruments
Our financial instruments consist of cash, accounts payable, and notes payable. The carrying values of cash,
accounts payable, and notes payable are representative of their fair values due to their short-term maturities.
|
Marketable Securities |
Marketable Securities The Company classifies its marketable equity securities as
available-for-sale and carries them at fair market value, with the unrealized gains and losses included in the determination
of comprehensive income and reported in stockholders equity. Losses that the Company believes are other-than-temporary
are realized in the period that the determination is made. As of December 31, 2015 and September 30, 2015, the Company
had $25,000 in unrealized losses. None of the investments have been hedged in any manner.
~
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Equity (Details Narrative) - $ / shares
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Notes to Financial Statements |
|
|
Authorized Shares Common Stock |
500,000,000
|
500,000,000
|
par value common stock shares |
$ 0.001
|
|
Common Stock, Issued |
31,637,151
|
31,637,151
|
Preferred stock shares authorized |
25,000,000
|
25,000,000
|
preferred stock par value |
$ 0.001
|
|
Preferred Stock, Issued |
0
|
0
|
X |
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Business Combinations - schedule purchase price allocation (Details) - USD ($)
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Jul. 05, 2015 |
Business Combinations [Abstract] |
|
|
|
Cash |
|
|
$ 4,958
|
Intangible assets |
|
|
|
Goodwill |
$ 260,975
|
$ 260,975
|
$ 260,975
|
fair value of liabilities assumed |
|
|
(266,835)
|
Non controlling interest |
|
|
(22,098)
|
Purchase price |
|
|
$ 23,000
|
X |
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