10-Q

UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2015

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-21555

StemGen, Inc.

(Exact name of registrant as specified in its charter)

Delaware	54-1812385
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)
800 Town and Country Blvd, Suite 300 Houston, Texas	77024
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code: 832-431-3292

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check is smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes x No o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of February 8, 2016, there were 14,083,927 shares of common stock issued and outstanding.

TABLE OF CONTENTS
 

		Page
Part I — Financial Information
Item 1.	Financial Statements.		4
	Condensed Consolidated Balance Sheets (Unaudited)		4
	Condensed Consolidated Statements of Operations (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows (Unaudited)		6
	Notes to the Unaudited Condensed Consolidated Financial Statements		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		15
Item 4.	Controls and Procedures.		15

 

Part II — Other Information
Item 1.	Legal Proceedings.	17
Item 1A.	Risk Factors.	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.	Defaults upon Senior Securities.	17
Item 4.	Mine Safety Disclosures.	17
Item 5.	Other Information.	17
Item 6.	Exhibits.	18

 

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as "plan", "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the "SEC"), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms, "we," the "Company," "SGNI," "our," and "us" refers to StemGen, Inc., a Delaware corporation.

3

 PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STEMGEN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	December 31, 2015			June 30, 2015
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	575		$	—
Total current assets		575			—
TOTAL ASSETS	$	575		$	—
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	109,621		$	236,666
Advances payable		4,690			—
Bank overdraft		—			1,034
Total current liabilities		114,311			237,700
Accrued interest payable		20,335			1,344
Convertible note payable, net of discount of $580,793 and $220,235, respectively		21,292			1,570
TOTAL LIABILITIES		155,938			240,614
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 20,000,000 shares authorized; 14,083,927 and 10,183,927 shares issued and outstanding at December 31, 2015 and June 30, 2015		14,084			10,184
Series E Preferred stock, $0.000001 stated value; 1,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively		1			1
Common stock payable		—			19,500
Additional paid-in capital		1,442,122			1,046,242
Accumulated deficit		(1,611,570	)		(1,316,541	)
Total stockholders' deficit		(155,363	)		(240,614	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	575		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

 STEMGEN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	Six months ended December 31,						Three months ended December 31,
	2015			2014			2015			2014
OPERATING EXPENSES
General and administrative expenses		256,316			92,372			132,487			54,705
LOSS FROM OPERATIONS		(256,316	)		(92,372	)		(132,487	)		(54,705	)
OTHER EXPENSE
Interest expense		(38,713	)		—			(25,579	)		—
NET LOSS	$	(295,029	)		(92,372	)		(158,066	)		(54,705	)
NET LOSS PER COMMON SHARE – Basic and diluted	$	(0.02	)		(0.01	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted		13,172,514			10,183,927			14,083,927			10,183,927

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

STEMGEN, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Six months ended December 31,
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(295,029	)	$	(92,372	)
Adjustments to reconcile net loss to net cash used in operating activities:
Series E preferred stock issued for services		—			10,000
Amortization of discount on convertible note payable		19,722			—
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(127,045	)		82,292
Accrued interest payable		18,991			—
NET CASH USED IN OPERATING ACTIVITIES		(383,361	)		(80	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		384,970			—
Bank overdraft		(1,034	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		383,936			—
NET INCREASE (DECREASE) IN CASH		575			(80	)
CASH, at the beginning of the period		—			80
CASH, at the end of the period	$	575		$	—
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transactions
Issuance of Series E preferred stock for services	$	—		$	10,000
Refinancing of advances into convertible notes payable	$	380,280		$	—
Beneficial conversion discount on convertible note payable	$	380,280		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

STEMGEN, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

Note 1. General Organization and Business

StemGen, Inc (the "Company") was incorporated in Delaware in 1992, and in 1996 received all remaining assets of Infotechnology, Inc. ("Infotech"), a Delaware company, following the completion of Infotech's Chapter 11 Bankruptcy reorganization, in accordance with an Assignment and Assumption Agreement, dated October 11, 1996, and effective as of June 21, 1996. As a result of a series of transactions during the 1980's, Infotech, then principally engaged in the information and communications business, acquired equity interests in Comtex News Network, Inc. ("Comtex") and Analex Corporation ("Analex"), formerly known as Hadron, Inc. Our business was the maintenance of our equity interest in and note receivable from Comtex and equity interest in Analex.

On September 25, 2006, we exchanged the equity investment in Comtex common stock and the Note Receivable from Comtex of $856,954, for 55,209 shares of the StemGen Series A Preferred stock. We no longer have an equity interest in either the common stock of Comtex or the Note from Comtex.

During October 2006, we sold the remaining 21,000 shares of common stock of publicly held Analex, a defense contractor specializing in systems engineering and developing innovative technical intelligence solutions in support of U.S. national security. We no longer have an equity interest in Analex.

On December 24, 2012, the Corporation received a nonrefundable deposit of $32,500 under a Letter of Intent ("LOI") which it entered into on December 11, 2012 with StemGen Inc. a Nevada corporation. Effective February 5, 2013, the Company amended its Certificate of Incorporation. As a result of the Amendment, the Company's corporate name changed from Amasys Corporation to StemGen, Inc. and a reverse stock split was effectuated where all the outstanding shares of the Company's common stock were exchanged at a ratio of one for eighty. The LOI was terminated on August 6, 2013.

Since we redeemed and converted all of our outstanding Series A Preferred Stock at the end of September 2006, starting October 1, 2006 we have not conducted any business operations.

On June 27, 2014, the board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.01 and ranks subordinate to the Company's common stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E Preferred stock to Landor Investment Corp. ("Landor") in exchange for services valued at $10,000. On the date of the transaction, Landor held 99.2% of our common stock.

On May 15, 2015, we purchased 100% of the membership interests in Global Visionary Investments LLC, a business advisory services company, ("Global Visionary") as a means to facilitate the process of driving possible target leads and vetting potential investments in those targets. We purchased Global Visionary for cash payments of $50,000 and the issuance of a convertible note for $100,000. The convertible note matures on May 15, 2018 and bears interest at 10% per year. The note is convertible into shares of our common stock at 25% of the volume weighted average closing price of the Company's common stock for the five trading days prior to the notice of intent to convert. In no event shall the conversion rate be lower than $0.05 per share.

Global Visionary has a limited exclusive license with SOKAP, a Canadian corporation. SOKAP provides business intelligence in deal sourcing and target vetting. Through their proprietary geo-targeting software platform, the acquisition targets have the opportunity to market their products and services in a unique way through licensing specific territories for the sale of their products or services. This creates a unique sales channel opportunity that does not currently have any competitors.

We believe that the acquisition of Global Visionary represents a beneficial opportunity to diversify and expand our business platform to attract a larger audience of potential investment targets.

7

Note 2. Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended December 31, 2015, the Company had a net loss of $295,029. As of December 31, 2015, the Company had negative working capital of $113,736. Management does not anticipate having positive cash flow from operations in the near future.

These factors raise a substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company's financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company's business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company's financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company's ability to continue as a going concern.

In the long term, management believes that the Company's projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company's future growth. However, there can be no assurances that the Company's planned activities will be successful, or that the Company will ultimately attain profitability. The Company's long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Note 3. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC").

The results of operations for the six month period ended December 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2016.

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of StemGen, Inc., and its wholly-owned subsidiary, Global Visionary Investments LLC (collectively referred to as the "Company"). All material intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

8

Cash

For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash was $575 and $0 at December 31, 2015 and June 30, 2015, respectively. There are no cash equivalents as of December 31, 2015 and June 30, 2015.

Impairment of Long-Lived and Intangible Assets

Long-lived and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived or intangible asset may not be recoverable. The carrying amount of a long-lived or intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived or intangible asset exceeds its fair value.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2015 or December 31, 2015.

Revenue Recognition

The Company follows ASC 605, Revenue Recognition recognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Share-based Expense

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the six months ended December 31, 2015 and 2014 was $0 and $10,000, respectively.

Earnings (Loss) per Common Share

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

9

Financial Instruments

The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Note 4. Advances from Third Parties

During the six months ended December 31, 2015, Vista View Ventures, Inc. advanced $384,970 to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $380,280 of the advances into convertible notes payable with Vista View Ventures, Inc. As of December 31, 2015 and June 30, 2015, advances in the amount of $4,690 and $0, respectively, are included in current liabilities on the consolidated balance sheets.

10

Note 5. Convertible Notes Payable

Convertible notes payable consisted of the following at December 31, 2015:

	December 31, 2015			June 30, 2015
Convertible note in the original principal amount of $36,340, issued March 31, 2015 and maturing March 31, 2017, bearing interest at 10% per year, and convertible into common stock at a rate of $0.90 per share.	$	36,340		$	36,340
Convertible note in the original principal amount of $100,000, issued May 15, 2015 and maturing May 15, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.05 per share.		100,000			100,000
Convertible note in the original principal amount of $85,465, issued June 30, 2015 and maturing June 30, 2017, bearing interest at 10% per year, and convertible into common stock at a rate of $1.00 per share.		85,465			85,465
Convertible note in the original principal amount of $277,208, issued September 30, 2015 and maturing September 30, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.60 per share.		277,208			—
Convertible note in the original principal amount of $103,072, issued December 31, 2015 and maturing December 31, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.40 per share.		103,072			—
Total convertible notes payable	$	602,085		$	221,805
Less: discount on noncurrent convertible notes payable		(580,793	)		(220,235	)
Convertible notes payable, net of discount	$	21,292		$	1,570

All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of the Company.

Convertible notes issued

During the six months ended December 31, 2015, the Company signed convertible promissory notes of $380,280 in total with Vista View Ventures Inc., which refinanced non-interest bearing advances. These notes are payable at maturity and bear interest at 10% per annum. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owing more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder.

Date Issued	Maturity Date	Interest Rate			Conversion Rate Per Share		Amount of Note
September 30, 2015	September 30, 2018		10	%	$	0.60	$	277,208
December 31, 2015	December 31, 2018		10	%		0.40		103,072
Total							$	380,280

We evaluated the application of ASC 470-50-40/55, Debtor's Accountingfor a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt extinguishment rather than a debt modification because the new instrument included a conversion feature. No gain or loss on the modifications was required to be recognized because the present value of the cash flow under the new instrument was equal to the present value of the remaining cash flows under the terms of the original note.

11

We evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to our common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized beneficial conversion features of $277,208 and $103,072 on September 30, 2015 and December 31, 2015, respectively. We recorded the beneficial conversion feature as an increase in additional paid-in capital and a discount to the convertible. Discounts to the convertible notes are amortized to interest expense over the life of the note. The discount is amortized at an effective interest rate of 223.53% and 224.88% for the convertible notes dated September 30, 2015 and December 31, 2015, respectively.

Note 6. Shareholders' Deficit

On March 11, 2015 we completed a private offering and sale of common stock to four accredited investors for gross proceeds to the Company of $19,500. In connection with the sale of the shares, we entered into a registration rights agreement with the investors, pursuant to which we agreed to register all of the investor's shares of our common stock on a Form S-1 registration statement to be filed with the SEC within 120 calendar days after use our commercially reasonable efforts to cause such registration statement to be declared effective under the 1933 Act as promptly as reasonably practicable after the filing. We issued 3,900,000 shares to the four accredited investors on August 12, 2015.

Note 7. Management Fees

During the year ended December 31, 2015, KM Delaney & Associates ("KMDA") has provided office space and certain administrative functions to us. The services provide include a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. We have agreed to pay KMDA $18,000 per month for these services during the calendar year ending December 31, 2015. During the six months ended December 31, 2015, KMDA billed us $108,000 for those services. As of December 31, 2015 and June 30, 2015, we owed KMDA $70,254 and $176,262, respectively. These amounts are included in accounts payable and accrued liabilities on the balance sheet.

Note 8. Subsequent Events

The Company evaluated material events occurring during the six month period ended December 31, 2015, and through the date when the unaudited condensed consolidated financial statements were available to be issued for disclosure consideration.

12

 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW

StemGen, Inc (the "Company") was incorporated in Delaware in 1992, and in 1996 received all remaining assets of Infotechnology, Inc. ("Infotech"), a Delaware company, following the completion of Infotech's Chapter 11 Bankruptcy reorganization, in accordance with an Assignment and Assumption Agreement, dated October 11, 1996, and effective as of June 21, 1996. As a result of a series of transactions during the 1980's, Infotech, then principally engaged in the information and communications business, acquired equity interests in Comtex News Network, Inc. ("Comtex") and Analex Corporation ("Analex"), formerly known as Hadron, Inc. Our business was the maintenance of our equity interest in and note receivable from Comtex and equity interest in Analex.

On September 25, 2006, we exchanged the equity investment in Comtex common stock and the Note Receivable from Comtex of $856,954, for 55,209 shares of the StemGen Series A Preferred stock. We no longer have an equity interest in either the common stock of Comtex or the Note from Comtex.

During October 2006, we sold the remaining 21,000 shares of common stock of publicly held Analex, a defense contractor specializing in systems engineering and developing innovative technical intelligence solutions in support of U.S. national security. We no longer have an equity interest in Analex.

On December 24, 2012, the Corporation received a nonrefundable deposit of $32,500 under a Letter of Intent ("LOI") which it entered into on December 11, 2012 with StemGen Inc. a Nevada corporation. Effective February 5, 2013, the Company amended its Certificate of Incorporation. As a result of the Amendment, the Company's corporate name changed from Amasys Corporation to StemGen, Inc. and a reverse stock split was effectuated where all the outstanding shares of the Company's common stock were exchanged at a ratio of one for eighty. The LOI was terminated on August 6, 2013.

Since we redeemed and converted all of our outstanding Series A Preferred Stock at the end of September 2006, starting October 1, 2006 we have not conducted any business operations.

On June 27, 2014, the board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.01 and ranks subordinate to the Company's common stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E Preferred stock to Landor Investment Corp. ("Landor") in exchange for services valued at $10,000. On the date of the transaction, Landor held 99.2% of our common stock.

On May 15, 2015, we purchased 100% of the membership interests in Global Visionary Investments LLC, a business advisory services company, ("Global Visionary") as a means to facilitate the process of driving possible target leads and vetting potential investments in those targets. We purchased Global Visionary for cash payments of $50,000 and the issuance of a convertible note for $100,000. The convertible note matures on May 15, 2018 and bears interest at 10% per year. The note is convertible into shares of our common stock at 25% of the volume weighted average closing price of the Company's common stock for the five trading days prior to the notice of intent to convert. In no event shall the conversion rate be lower than $0.05 per share.

Global Visionary has a limited exclusive license with SOKAP, a Canadian corporation. SOKAP provides business intelligence in deal sourcing and target vetting. Through their proprietary geo-targeting software platform, the acquisition targets have the opportunity to market their products and services in a unique way through licensing specific territories for the sale of their products or services. This creates a unique sales channel opportunity that does not currently have any competitors.

We believe that the acquisition of Global Visionary represents a beneficial opportunity to diversify and expand our business platform to attract a larger audience of potential investment targets.

13

Critical Accounting Policies

We prepare our Consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed Consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed Consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report for the year ended June 30, 2015 on Form 10-K.

Results of Operations

Six months ended December 31, 2015 compared to the six months ended December 31, 2014.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $256,316 and $92,372 for the six months ended December 31, 2015 and 2014, respectively. The increase was due to higher professional fees.

Interest Expense

Interest expense increased from $0 for the six months ended December 31, 2014 to $38,713 for the six months ended December 31, 2015. During the six months ended December 31, 2015, we had interest bearing convertible notes payable of $602,085, whereas we had no notes for the same period in 2014.

Interest expense for the six months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $19,722, compared to $0 in the prior year. During the six months ended December 31, 2015, we had a beneficial conversion discount on our convertible notes payable of $580,793, whereas we had no discounts for the same period in 2014.

Net Loss

We incurred a net loss of $295,029 for the six months ended December 31, 2015 as compared to $92,372 for the comparable period of 2014. The decrease in the net loss was primarily the result of the increased professional fees and interest expenses that are discussed above.

14

Three months ended December 31, 2015 compared to the three months ended December 31, 2014.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $132,487 and $54,705 for the three months ended December 31, 2015 and ended 2014, respectively. The increase is due to higher professional fees incurred in the quarter ended December 31, 2015.

Interest Expense

Interest expense increased from $0 for the three months ended December 31, 2014 to $25,579 for the three months ended December 31, 2015. During three months ended December 31, 2015, we had interest bearing convertible notes payable of $602,085, whereas we had no notes for the same period in 2014.

Interest expense for the three months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $13,001, compared to $0 in the prior year. During the three months ended December 31, 2015, we had a beneficial conversion discount on our convertible notes payable of $580,793, whereas we had no discounts for the same period in 2014.

Net Loss

We incurred a net loss of $158,066 for the three months ended December 31, 2015 as compared to $54,705 for the comparable period of 2014. The increase in the net loss was primarily the result of the increased professional fees and interest expense noted above.

Liquidity and Capital Resources

At December 31, 2015, we had cash on hand of $575. The company has negative working capital of $113,736. Net cash used in operating activities for the six months ended December 31, 2015 was $383,361. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of December 31, 2015.

Additional Financing

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

15

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 4. Controls and ProceduresManagement's Report on Internal Control over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2015. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2015, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

1.

As of December 31, 2015, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.

As of December 31, 2015, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Change in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

16

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered equity securities during the six months ended December 31, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has not defaulted upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to the Company.

ITEM 5. OTHER INFORMATION

None.

17

ITEM 6. EXHIBITS

3.1	Restated Certificate of Incorporation of StemGen, Inc. (1)
3.2	Bylaws of StemGen, Inc. (1)
21	Subsidiaries of the registrant (3)
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer (3)
32.1	Section 1350 Certification of principal executive officer and principal financial accounting officer (3)
101*	XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q (2)(3)

____________

(1)	Incorporated by reference to the Company's Form 8-A filed on October 15, 1996
(2)	In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."
(3)	Filed or furnished herewith

 

18

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.

	StemGen, Inc.
Date: February 19, 2016	By:	/s/ John David Walls
		John David Walls
		CEO and Chairman of the Board

19

EX-21

EXHIBIT 21

Subsidiaries of the Registrant

Global Visionary Investments, LLC is a Texas limited liability company and a wholly owned subsidiary of Changing Technologies, Inc.

EX-31.1

  EXHIBIT 31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, John David Walls, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended December 31, 2015 of StemGen, Inc..
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am 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 15-d-15(f)) for the registrant and have:

 

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. 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	By:	/s/ John David Walls
		John David Walls
		CEO and Chairman of the Board

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION

In connection with the quarterly report of Aristocrat Group Corp. (the "Company") on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, John David Walls, President of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) 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 result of operations of the Company.

 

Date: February 19, 2016	By:	/s/ John David Walls
		John David Walls
		CEO and Chairman of the Board

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2015	Feb. 08, 2016
Document And Entity Information
Entity Registrant Name	StemGen, Inc.
Entity Central Index Key	0001023198
Document Type	10-Q
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,083,927
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Jun. 30, 2015
CURRENT ASSETS
Cash	$ 575
Total Current Assets	575
TOTAL ASSETS	575
CURRENT LIABILITIES
Accounts payable and accrued expenses	109,621	$ 236,666
Advances payable	$ 4,690
Bank overdraft		$ 1,034
Total current liabilities	$ 114,311	237,700
Accrued interest payable	20,335	1,344
Convertible note payable, net of discount of $580,793 and $220,235, respectively	21,292	1,570
TOTAL LIABILITIES	$ 155,938	$ 240,614
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT)
Common stock, $0.001 par value; 20,000,000 shares authorized; 14,083,927 and 10,183,927 shares issued and outstanding at December 31, 2015 and June 30, 2015	$ 14,084	$ 10,184
Series E Preferred stock, $0.000001 stated value; 1,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively	$ 1	1
Common stock payable		19,500
Additional Paid-in Capital	$ 1,442,122	1,046,242
Accumulated deficit	(1,611,570)	(1,316,541)
Total stockholders' deficit	(155,363)	$ (240,614)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 575

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2015	Jun. 30, 2015
Condensed Balance Sheets Parenthetical
Convertible note payable, net of discount	$ 580,793	$ 220,235
Series E Preferred Stock, stated value	$ 0.000001	$ 0.000001
Series E Preferred Stock, Authorized	1,000,000	1,000,000
Series E Preferred Stock, Issued	1,000,000	1,000,000
Series E Preferred Stock, outstanding	1,000,000	1,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, Authorized	20,000,000	20,000,000
Common Stock, Issued	14,083,927	10,183,927
Common Stock, outstanding	14,083,927	10,183,927

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
OPERATING EXPENSES:
General and administrative expenses	$ 132,487	$ 54,705	$ 256,316	$ 92,372
LOSS FROM OPERATIONS	(132,487)	$ (54,705)	(256,316)	$ (92,372)
OTHER EXPENSE
Interest expense	(25,579)		(38,713)
NET LOSS	$ (158,066)	$ (54,705)	$ (295,029)	$ (92,372)
NET LOSS PER COMMON SHARE - Basic and diluted	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted	14,083,927	10,183,927	13,172,514	10,183,927

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) - USD ($)	6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
OPERATING ACTIVITIES:
Net loss	$ (295,029)	$ (92,372)
Adjustments to reconcile net loss to net cash used in operating activities:
Series E preferred stock issued for services		$ 10,000
Amortization of discount on convertible note payable	$ 19,722
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	(127,045)	$ 82,292
Accrued interest payable	18,991
NET CASH USED IN OPERATING ACTIVITIES	(383,361)	$ (80)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances	384,970
Bank overdraft	(1,034)
NET CASH PROVIDED BY FINANCING ACTIVITIES	383,936
NET INCREASE (DECREASE) IN CASH	$ 575	$ (80)
CASH, at the beginning of the period		$ 80
CASH, at the end of the period	$ 575
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for Interest
Cash paid during the period for Taxes
Noncash investing and financing transactions
Issuance of Series E preferred stock for services		$ 10,000
Refinancing of advances into convertible notes payable	$ 380,280
Beneficial conversion discount on convertible note payable	$ 380,280

XML

General Organization and Business

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 1 - General Organization and Business

StemGen, Inc (the "Company") was incorporated in Delaware in 1992, and in 1996 received all remaining assets of Infotechnology, Inc. ("Infotech"), a Delaware company, following the completion of Infotech's Chapter 11 Bankruptcy reorganization, in accordance with an Assignment and Assumption Agreement, dated October 11, 1996, and effective as of June 21, 1996. As a result of a series of transactions during the 1980's, Infotech, then principally engaged in the information and communications business, acquired equity interests in Comtex News Network, Inc. ("Comtex") and Analex Corporation ("Analex"), formerly known as Hadron, Inc. Our business was the maintenance of our equity interest in and note receivable from Comtex and equity interest in Analex.

On September 25, 2006, we exchanged the equity investment in Comtex common stock and the Note Receivable from Comtex of $856,954, for 55,209 shares of the StemGen Series A Preferred stock. We no longer have an equity interest in either the common stock of Comtex or the Note from Comtex.

During October 2006, we sold the remaining 21,000 shares of common stock of publicly held Analex, a defense contractor specializing in systems engineering and developing innovative technical intelligence solutions in support of U.S. national security. We no longer have an equity interest in Analex.

On December 24, 2012, the Corporation received a nonrefundable deposit of $32,500 under a Letter of Intent ("LOI") which it entered into on December 11, 2012 with StemGen Inc. a Nevada corporation. Effective February 5, 2013, the Company amended its Certificate of Incorporation. As a result of the Amendment, the Company's corporate name changed from Amasys Corporation to StemGen, Inc. and a reverse stock split was effectuated where all the outstanding shares of the Company's common stock were exchanged at a ratio of one for eighty. The LOI was terminated on August 6, 2013.

Since we redeemed and converted all of our outstanding Series A Preferred Stock at the end of September 2006, starting October 1, 2006 we have not conducted any business operations.

On June 27, 2014, the board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.01 and ranks subordinate to the Company's common stock as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E Preferred stock to Landor Investment Corp. ("Landor") in exchange for services valued at $10,000. On the date of the transaction, Landor held 99.2% of our common stock.

On May 15, 2015, we purchased 100% of the membership interests in Global Visionary Investments LLC, a business advisory services company, ("Global Visionary") as a means to facilitate the process of driving possible target leads and vetting potential investments in those targets. We purchased Global Visionary for cash payments of $50,000 and the issuance of a convertible note for $100,000. The convertible note matures on May 15, 2018 and bears interest at 10% per year. The note is convertible into shares of our common stock at 25% of the volume weighted average closing price of the Company's common stock for the five trading days prior to the notice of intent to convert. In no event shall the conversion rate be lower than $0.05 per share.

Global Visionary has a limited exclusive license with SOKAP, a Canadian corporation. SOKAP provides business intelligence in deal sourcing and target vetting. Through their proprietary geo-targeting software platform, the acquisition targets have the opportunity to market their products and services in a unique way through licensing specific territories for the sale of their products or services. This creates a unique sales channel opportunity that does not currently have any competitors.

We believe that the acquisition of Global Visionary represents a beneficial opportunity to diversify and expand our business platform to attract a larger audience of potential investment targets.

XML

Going Concern

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 2 - Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended December 31, 2015, the Company had a net loss of $295,029. As of December 31, 2015, the Company had negative working capital of $113,736. Management does not anticipate having positive cash flow from operations in the near future.

These factors raise a substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company's financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company's business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company's financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company's ability to continue as a going concern.

In the long term, management believes that the Company's projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company's future growth. However, there can be no assurances that the Company's planned activities will be successful, or that the Company will ultimately attain profitability. The Company's long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

XML

Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 3 - Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC").

The results of operations for the six month period ended December 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2016.

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of StemGen, Inc., and its wholly-owned subsidiary, Global Visionary Investments LLC (collectively referred to as the "Company"). All material intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash was $575 and $0 at December 31, 2015 and June 30, 2015, respectively. There are no cash equivalents as of December 31, 2015 and June 30, 2015.

Impairment of Long-Lived and Intangible Assets

Long-lived and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived or intangible asset may not be recoverable. The carrying amount of a long-lived or intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived or intangible asset exceeds its fair value.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2015 or December 31, 2015.

Revenue Recognition

The Company follows ASC 605, Revenue Recognition recognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Share-based Expense

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the six months ended December 31, 2015 and 2014 was $0 and $10,000, respectively.

Earnings (Loss) per Common Share

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

Financial Instruments

The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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Advances from Third Parties

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 4 - Advances from Third Parties

During the six months ended December 31, 2015, Vista View Ventures, Inc. advanced $384,970 to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $380,280 of the advances into convertible notes payable with Vista View Ventures, Inc. As of December 31, 2015 and June 30, 2015, advances in the amount of $4,690 and $0, respectively, are included in current liabilities on the consolidated balance sheets.

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Convertible Notes Payable

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 5 - Convertible Notes Payable

Convertible notes payable consisted of the following at December 31, 2015:

	December 31, 2015			June 30, 2015
Convertible note in the original principal amount of $36,340, issued March 31, 2015 and maturing March 31, 2017, bearing interest at 10% per year, and convertible into common stock at a rate of $0.90 per share.	$	36,340		$	36,340
Convertible note in the original principal amount of $100,000, issued May 15, 2015 and maturing May 15, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.05 per share.		100,000			100,000
Convertible note in the original principal amount of $85,465, issued June 30, 2015 and maturing June 30, 2017, bearing interest at 10% per year, and convertible into common stock at a rate of $1.00 per share.		85,465			85,465
Convertible note in the original principal amount of $277,208, issued September 30, 2015 and maturing September 30, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.60 per share.		277,208			—
Convertible note in the original principal amount of $103,072, issued December 31, 2015 and maturing December 31, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.40 per share.		103,072			—
Total convertible notes payable	$	602,085		$	221,805
Less: discount on noncurrent convertible notes payable		(580,793	)		(220,235	)
Convertible notes payable, net of discount	$	21,292		$	1,570

All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the outstanding stock of the Company.

Convertible notes issued

During the six months ended December 31, 2015, the Company signed convertible promissory notes of $380,280 in total with Vista View Ventures Inc., which refinanced non-interest bearing advances. These notes are payable at maturity and bear interest at 10% per annum. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owing more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder.

Date Issued	Maturity Date	Interest Rate			Conversion Rate Per Share		Amount of Note
September 30, 2015	September 30, 2018		10	%	$	0.60	$	277,208
December 31, 2015	December 31, 2018		10	%		0.40		103,072
Total							$	380,280

We evaluated the application of ASC 470-50-40/55, Debtor's Accountingfor a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt extinguishment rather than a debt modification because the new instrument included a conversion feature. No gain or loss on the modifications was required to be recognized because the present value of the cash flow under the new instrument was equal to the present value of the remaining cash flows under the terms of the original note.

We evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to our common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized beneficial conversion features of $277,208 and $103,072 on September 30, 2015 and December 31, 2015, respectively. We recorded the beneficial conversion feature as an increase in additional paid-in capital and a discount to the convertible. Discounts to the convertible notes are amortized to interest expense over the life of the note. The discount is amortized at an effective interest rate of 223.53% and 224.88% for the convertible notes dated September 30, 2015 and December 31, 2015, respectively.

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Shareholders' Deficit

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 6 - Shareholders' Deficit

On March 11, 2015 we completed a private offering and sale of common stock to four accredited investors for gross proceeds to the Company of $19,500. In connection with the sale of the shares, we entered into a registration rights agreement with the investors, pursuant to which we agreed to register all of the investor's shares of our common stock on a Form S-1 registration statement to be filed with the SEC within 120 calendar days after use our commercially reasonable efforts to cause such registration statement to be declared effective under the 1933 Act as promptly as reasonably practicable after the filing. We issued 3,900,000 shares to the four accredited investors on August 12, 2015.

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Management Fees

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 7 - Management Fees

During the year ended December 31, 2015, KM Delaney & Associates ("KMDA") has provided office space and certain administrative functions to us. The services provide include a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. We have agreed to pay KMDA $18,000 per month for these services during the calendar year ending December 31, 2015. During the six months ended December 31, 2015, KMDA billed us $108,000 for those services. As of December 31, 2015 and June 30, 2015, we owed KMDA $70,254 and $176,262, respectively. These amounts are included in accounts payable and accrued liabilities on the balance sheet.

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Subsequent Events

6 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Note 8 - Subsequent Events

The Company evaluated material events occurring during the six month period ended December 31, 2015, and through the date when the unaudited condensed consolidated financial statements were available to be issued for disclosure consideration.

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Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2015

Significant Accounting Policies Policies

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC").

The results of operations for the six month period ended December 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2016.

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of StemGen, Inc., and its wholly-owned subsidiary, Global Visionary Investments LLC (collectively referred to as the "Company"). All material intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash was $575 and $0 at December 31, 2015 and June 30, 2015, respectively. There are no cash equivalents as of December 31, 2015 and June 30, 2015.

Impairment of Long-Lived and Intangible Assets

Long-lived and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived or intangible asset may not be recoverable. The carrying amount of a long-lived or intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived or intangible asset exceeds its fair value.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2015 or December 31, 2015.

Revenue Recognition

The Company follows ASC 605, Revenue Recognition recognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Share-based Expense

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the six months ended December 31, 2015 and 2014 was $0 and $10,000, respectively.

Earnings (Loss) per Common Share

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

Financial Instruments

The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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Convertible Notes Payable (Tables)

6 Months Ended

Dec. 31, 2015

Convertible Notes Payable Tables

Convertible notes payable

Convertible notes payable consisted of the following at December 31, 2015:

	December 31, 2015			June 30, 2015
Convertible note in the original principal amount of $36,340, issued March 31, 2015 and maturing March 31, 2017, bearing interest at 10% per year, and convertible into common stock at a rate of $0.90 per share.	$	36,340		$	36,340
Convertible note in the original principal amount of $100,000, issued May 15, 2015 and maturing May 15, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.05 per share.		100,000			100,000
Convertible note in the original principal amount of $85,465, issued June 30, 2015 and maturing June 30, 2017, bearing interest at 10% per year, and convertible into common stock at a rate of $1.00 per share.		85,465			85,465
Convertible note in the original principal amount of $277,208, issued September 30, 2015 and maturing September 30, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.60 per share.		277,208			—
Convertible note in the original principal amount of $103,072, issued December 31, 2015 and maturing December 31, 2018, bearing interest at 10% per year, and convertible into common stock at a rate of $0.40 per share.		103,072			—
Total convertible notes payable	$	602,085		$	221,805
Less: discount on noncurrent convertible notes payable		(580,793	)		(220,235	)
Convertible notes payable, net of discount	$	21,292		$	1,570

Convertible notes issued

The convertible promissory notes are convertible into common stock at the option of the holder.

Date Issued	Maturity Date	Interest Rate			Conversion Rate Per Share		Amount of Note
September 30, 2015	September 30, 2018		10	%	$	0.60	$	277,208
December 31, 2015	December 31, 2018		10	%		0.40		103,072
Total							$	380,280

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Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Going Concern Details Narrative
Net loss	$ (158,066)	$ (54,705)	$ (295,029)	$ (92,372)
Working capital	$ (113,736)		$ (113,736)

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Jun. 30, 2015	Jun. 30, 2014
Significant Accounting Policies Details Narrative
Cash and cash equivalents	$ 575			$ 80
Share-based expense	$ 0	$ 10,000

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Advances from Third Parties (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Jun. 30, 2015
Advances From Third Parties Details Narrative
Proceeds from advances	$ 384,970
Proceeds from convertible notes payable	380,280
Advances payable	$ 4,690

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Convertible Notes Payable (Details) - USD ($)	Dec. 31, 2015	Jun. 30, 2015
Total convertible notes payable	$ 602,085	$ 221,805
Less: discount on noncurrent convertible notes payable	(580,793)	(220,235)
Noncurrent convertible notes payable, net of discount	21,292	1,570
Convertible notes payable [Member]
Total convertible notes payable	36,340	36,340
Convertible notes payable 1 [Member]
Total convertible notes payable	100,000	100,000
Convertible notes payable 2 [Member]
Total convertible notes payable	85,465	$ 85,465
Convertible notes payable 3 [Member]
Total convertible notes payable	277,208
Convertible notes payable 4 [Member]
Total convertible notes payable	$ 103,072

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Convertible Notes Payable (Details 1)	6 Months Ended
	Dec. 31, 2015 USD ($) $ / shares
Amount of Note	$ 380,280
September 30, 2015 [Member]
Maturity Date	Sep. 30, 2018
Interest Rate	10.00%
Conversion Rate Per Share | $ / shares	$ 0.60
Amount of Note	$ 277,208
December 31, 2015 [Member]
Maturity Date	Dec. 31, 2018
Interest Rate	10.00%
Conversion Rate Per Share | $ / shares	$ 0.40
Amount of Note	$ 103,072

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Convertible Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Convertible note payable	$ 380,280
Amount of Note	380,280
September 30, 2015 [Member]
Amount of Note	$ 277,208
Effective interest rate	223.53%
December 31, 2015 [Member]
Amount of Note	$ 103,072
Effective interest rate	224.88%

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Management Fees (Details Narrative) - KMDA [Member] - USD ($)	6 Months Ended
	Dec. 31, 2015	Jun. 30, 2015
Management fees	$ 108,000
Owed to related party	$ 70,254	$ 176,262