Summary of Significant Accounting Policies (Policies)
|12 Months Ended
Jun. 30, 2012
|Accounting Policies [Abstract]
|Basis of Presentation
The Companys financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
|Use of Estimates and Assumptions
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period.
The Companys significant estimates
and assumptions include the fair value of financial instruments; expected term of share options and similar instruments, expected
volatility of the entitys common shares and the method used to estimate it, expected annual rate of quarterly dividends,
and risk free interest rate(s); income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred
tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates
or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions,
and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.
Management regularly evaluates the key
factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances,
historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those
|Fair Value of Certain Financial Instruments
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of certain of its financial instruments and has
adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure
the fair value of certain of its financial instruments except for the effects of derivative financial instruments relating to its
convertible debt, redeemable Series A convertible preferred stock, and related warrants. Paragraph 820-10-35-37 establishes a framework
for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures
about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph
820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value
into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of
fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
||Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.|
||Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.|
||Pricing inputs that are generally observable inputs and not corroborated by market data.|
Financial assets are considered Level
3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall
within more than one level described above, the categorization is based on the lowest level input that is significant to the fair
value measurement of the instrument.
The carrying amounts of the Companys
financial assets and liabilities, such as cash, accrued expenses, accrued interest and accrued liquidated damages, approximate
their fair values because of the short maturity of these instruments.
The Companys convertible debentures
and notes payable approximate the fair value of such instruments based upon managements best estimate of interest rates
that would be available to the Company for similar financial arrangements at June 30, 2012 and June 30, 2011.
The Companys Level 3 financial
liabilities consist of the derivative warrant liability, bifurcated embedded conversion option or other embedded derivative instruments
in its notes payable and convertible instruments. There is no current market for these securities such that the determination of
fair value requires significant judgment or estimation. The Company revalues its derivative warrant liability or bifurcates
the embedded conversion option or other embedded derivative instruments in its notes and convertible instruments at each reporting
period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of
the derivative warrant liability.
Transactions involving related parties
cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions
were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not, however, practical to determine
the fair value of advances from stockholders, if any, due to their related party nature.
|Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis
Level 3 Financial Liabilities Derivative Warrant
The Company is required to use Level
3 of the fair value hierarchy to measure the fair value of the derivative liabilities, revalue its derivative warrant liability
at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in
the fair value of the derivative warrant liability.
|Fiscal Year End
elected June 30th as its fiscal year end date upon
The Company considers all highly liquid
investments with maturities of three months or less at the time of purchase to be cash equivalents.
|Discount on Debt
The Company allocates the proceeds received
from convertible debt instruments between the underlying debt instruments and records the conversion feature as a liability in
accordance with subtopic 470-20 of the FASB Accounting Standards Codification (Subtopic 470-20). The conversion
feature and certain other features would be considered embedded derivative instruments, if it had a conversion reset provision,
a penalty provision or a redemption option, and be recorded at their fair value within the terms of Subtopic 470-20 as the fair
value can be separated from the convertible note and its conversion is independent of the underlying note value.
Pursuant to ASC Paragraph 470-20-30-27, the
carrying amount of the liability component shall be determined for purposes of paragraph 470-20-25-23 by measuring the fair
value of a similar liability (including any embedded features other than the conversion option) that does not have an associated
equity component, i.e. free standing instruments. Pursuant to ASC Paragraph 470-20-30-28, the carrying amount of
the equity component represented by the embedded conversion option shall be determined for purposes of paragraph 470-20-25-23
by deducting the fair value of the liability component from the initial proceeds up to the initial proceeds ascribed to the convertible
debt instrument as a whole.
The derivative and conversion liability
is marked to market each reporting period with the resulting gains or losses shown on the statements of operations as other income
or loss. The Company has also recorded the resulting discount on debt related to the warrants and conversion feature
and is amortizing the discount using the effective interest rate method over the life of the debt instruments.
|Derivative Instruments and Hedging Activities
The Company accounts for derivative
instruments and hedging activities in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification (Paragraph
810-10-05-4). Paragraph 810-10-05-4 requires companies to recognize all derivative instruments as either assets or liabilities
in the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends
upon: (i) whether the derivative has been designated and qualifies as part of a hedging relationship, and (ii) the type of hedging
relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must
designate the hedging instrument based upon the exposure being hedged as either a fair value hedge, cash flow hedge or hedge of
a net investment in a foreign operation.
|Derivative Warrant Liability
The Company evaluates its notes, convertible
debt, share options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts
qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB
Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative
is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair
value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon
conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion,
exercise or cancellation and then that the related fair value is reclassified to equity.
circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also
other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.
The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting
period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified
to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will
be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument
is expected within 12 months of the balance sheet date.
On January 1, 2009, the date when Section
815-40-15 became effective, the Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (Section
815-40-15) to determine whether an instrument (or an embedded feature) is indexed to the Companys own
stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked
financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instruments contingent
exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for certain freestanding
warrants that contain exercise price adjustment features.
The Company marks to market the fair
value of the embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining
embedded derivative warrants as other income or expense in the statements of operations.
The Company follows subtopic 850-10
of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related
parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required,
absent the election of the fair value option under the Fair Value Option Subsection of Section 8251015, to be accounted
for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the
Company; f. other parties with which the Company may deal if 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; and g. other parties that can significantly influence the management or operating policies of the
transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other
to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar
items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated
or combined financial statements is not required in those statements. The disclosures shall include: a. the nature
of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for
each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented
and, if not otherwise apparent, the terms and manner of settlement.
|Commitments and Contingencies
The Company follows subtopic 450-20
of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against
the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings
or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Companys financial statements. If the assessment indicates that a potential
material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of
the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote
are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time that these matters will have a material adverse effect on the Companys
financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and
adversely affect the Companys business, financial position, and results of operations or cash flows.
The Company applies paragraph 605-10-S99-1
of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized
or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The
Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of goods.
|Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The Company accounts for equity instruments
issued to parties other than employees for acquiring goods or services under guidance of Subtopic 505-50 of the FASB Accounting
Standards Codification (Subtopic 505-50).
Pursuant to Section 505-50-30, all transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The
measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation
or shares of the Company are thinly traded the use of share prices established in the Companys most recent private placement
memorandum (PPM), or weekly or monthly price observations would generally be more appropriate than the use of daily
price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack
of consistent trading in the market.
fair value of share options and similar instruments is estimated on the date of grant using the Cox, Ross & Rubenstein Binomial
Lattice Model or Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:
||Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holders expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holders expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.|
||Expected volatility of the entitys shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.|
||Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Companys current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.|
||Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.|
Pursuant to ASC paragraph 505-50-25-7,
if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for
goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of
the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A
grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether
the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity
under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph
505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested,
non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services
(and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall
not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity
instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments
are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination
of the measurement date for transactions that are within the scope of this Subtopic.
Pursuant to ASC paragraphs 505-50-25-8
and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee
only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves
specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the
same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying
with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option
that the counterparty has the right to exercise expires unexercised.
to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable
equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received
(that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement
date and no entry should be recorded.
|Income Tax Provision
The Company accounts for income taxes
under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will
not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period
that includes the enactment date.
The Company adopted section 740-10-25
of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under
Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The
tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has
a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides
guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires
|Uncertain Tax Positions
The Company did not take any uncertain
tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25
for the fiscal year ended June 30, 2012 or 2011.
|Net Income (Loss) per Common Share
Net income (loss) per common share is
computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss)
per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the
period. Diluted net income (loss) per common share is computed by dividing net loss by the weighted average number of
shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that
could occur from common shares issuable through convertible debt or preferred stock, contingent share arrangements, stock options
|Cash Flows Reporting
The Company adopted paragraph 230-10-45-24
of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether
they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or
reconciliation method (Indirect method) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification
to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities
by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating
cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The
Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of
the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the
reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing
and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB
Accounting Standards Codification.
The Company follows the guidance in
Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of
the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are
widely distributed to users, such as through filing them on EDGAR.
|Recently Issued Accounting Pronouncements
FASB Accounting Standards Update
In September 2011, the FASB issued the
FASB Accounting Standards Update No. 2011-08 IntangiblesGoodwill and Other: Testing Goodwill for Impairment
(ASU 2011-08). This Update is to simplify how public and nonpublic entities test goodwill for impairment.
The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step
goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the
fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its
The guidance is effective for interim
and annual periods beginning on or after December 15, 2011. Early adoption is permitted.
FASB Accounting Standards Update
In December 2011, the FASB issued the
FASB Accounting Standards Update No. 2011-11 Balance Sheet: Disclosures about Offsetting Assets and Liabilities
(ASU 2011-11). This Update requires an entity to disclose information about offsetting and related arrangements
to enable users of its financial statements to understand the effect of those arrangements on its financial position. The
objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the
basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.
The amended guidance is effective for
annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
FASB Accounting Standards Update
In July 2012, the FASB issued the FASB
Accounting Standards Update No. 2012-02 IntangiblesGoodwill and Other (Topic 350) Testing Indefinite-Lived Intangible
Assets for Impairment (ASU 2012-02).
This Update is intended to reduce the
cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon
the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on September 15, 2011,
and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance
also would be helpful in impairment testing for intangible assets other than goodwill.
The revised standard allows an entity
the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that
an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An
entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment
test unless the entity determines that it is more likely than not that the asset is impaired.
This Update is effective for annual
and interim impairment tests performed in fiscal years beginning after September 15, 2012. Earlier implementation is permitted.
Other Recently Issued, but not
yet Effective Accounting Pronouncements
Management does not believe that any
other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying