Nevada
|
27-4715504
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
2 Coleman Court
|
|
Southampton, New Jersey
|
08088
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☒
|
Item #
|
Description
|
Page
Numbers
|
|||
3 | |||||
3
|
|||||
13
|
|||||
13
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
14
|
|||||
16
|
June 30,
|
September 30,
|
|||||||
2017
|
2016
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
5,515
|
$
|
1,804
|
||||
Accounts receivable
|
48,990
|
--
|
||||||
Total current assets
|
54,505
|
1,804
|
||||||
Other asset
|
||||||||
Receivable – EcoCab
|
43,324
|
--
|
||||||
Total assets
|
$
|
97,829
|
$
|
1,804
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expense
|
$
|
140,372
|
$
|
49,433
|
||||
Convertible notes payable
|
915,334
|
517,736
|
||||||
Total liabilities
|
1,055,706
|
567,169
|
||||||
Stockholders' deficit
|
||||||||
Preferred shares, par value $0.001 10,000,000 authorized;
10,000,000 issued and outstanding
|
10,000
|
10,000
|
||||||
Common stock, par value $0.001, authorized 2,000,000,000,
issued and outstanding 3,202,667 and 1,888,832 as of June 30,
2017 and September 30, 2016, respectively
|
3,202
|
1,889
|
||||||
Additional paid-in capital
|
1,133,345
|
824,414
|
||||||
Accumulated deficit
|
(2,104,424
|
)
|
(1,401,668
|
)
|
||||
Total stockholders' deficit
|
(957,877
|
)
|
(565,365
|
)
|
||||
Total liabilities and stockholders' equity(deficit)
|
$
|
97,829
|
$
|
1,804
|
Three Months
|
Nine Months
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Revenue
|
$
|
48,990
|
$
|
--
|
$
|
48,990
|
$
|
--
|
||||||||
Cost of sales
|
14,000
|
--
|
14,000
|
--
|
||||||||||||
Gross Profit
|
34,990
|
--
|
34,990
|
--
|
||||||||||||
Expenses
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative expenses
|
41,535
|
43,040
|
629,513
|
219,158
|
||||||||||||
Loss from operations
|
(6,545
|
)
|
(43,040
|
)
|
(594,523
|
)
|
(219,158
|
)
|
||||||||
Other Income(expense)
|
||||||||||||||||
Other income
|
--
|
--
|
4
|
--
|
||||||||||||
Gain(loss) on debt adjustment
|
--
|
--
|
29,503
|
--
|
||||||||||||
Note discount fees
|
--
|
--
|
(57,800
|
)
|
--
|
|||||||||||
Interest expense
|
(20,237
|
)
|
--
|
(79,940
|
)
|
(33,253
|
)
|
|||||||||
Total other income (expense)
|
(20,237
|
)
|
--
|
(108,233
|
)
|
(33,253
|
)
|
|||||||||
Net loss
|
$
|
(26,782
|
)
|
$
|
(43,040
|
)
|
$
|
(702,756
|
)
|
$
|
(252,411
|
)
|
||||
Net loss per common share basic and diluted
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
$
|
(0.24
|
)
|
$
|
(0.00
|
)
|
||||
Weighted average number of common shares outstanding
|
3,202,667
|
788,330
|
2,893,426
|
746,432
|
2017
|
2016
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$
|
(702,756
|
)
|
$
|
(252,411
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activity
|
||||||||
Stock based compensation
|
291,544
|
--
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(48,990
|
)
|
--
|
|||||
Accounts payable and accrued expense
|
90,939
|
68,152
|
||||||
Net cash used in operating activities
|
(369,263
|
)
|
(184,259
|
)
|
||||
Cash Flows From Investing Activities
|
||||||||
Loans to EcoCab
|
(197,520
|
)
|
--
|
|||||
Loans repaid from EcoCab
|
154,196
|
--
|
||||||
Net cash used in Investing activities
|
(43,324
|
)
|
--
|
|||||
Cash Flows From Financing Activities:
|
||||||||
Debt issued to pay accounts payable
|
--
|
8,000
|
||||||
Proceeds from issuance of convertible debt
|
416,298
|
162,001
|
||||||
Net cash provided by financing activities
|
416,298
|
170,001
|
||||||
Net change in cash
|
3,711
|
(14,258
|
)
|
|||||
Cash at beginning of period
|
1,804
|
16,921
|
||||||
Cash at end of period
|
$
|
5,515
|
$
|
2,663
|
||||
Non-Cash Financing Activities:
|
||||||||
Common stock issued for convertible debt conversion
|
$
|
18,700
|
$
|
39,769
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
Filing
Date
|
Number
|
Filed
herewith
|
|||
Articles of Incorporation as filed with the Nevada Secretary of State dated September 14, 2010
|
S-1
|
12/08/10
|
3.1
|
|||||||
Amended Articles of Incorporation as filed with the Nevada Secretary of State dated February 6, 2013
|
8-K
|
02/07/13
|
3.1
|
|||||||
Certificate of Change as filed with the Nevada Secretary of State dated February 6, 2013
|
8-K
|
02/07/13
|
3.2
|
|||||||
By-laws
|
S-1
|
12/08/10
|
3.2
|
|||||||
Amended Articles of Incorporation dated March 17, 2014 as filed with the Secretary of State in Nevada on March 17, 2014
|
8-K
|
03/17/14
|
3.1
|
|||||||
Amended Articles of Incorporation dated January 17, 2017
|
8-K
|
01/30/17
|
3.6
|
|||||||
Patent Acquisition Agreement dated January 23, 2013
|
8-K
|
01/24/13
|
10.1
|
|||||||
Stock Exchange Agreement to acquire EcoCab LLC
|
8-K
|
09/21/16
|
10.1
|
|||||||
Promissory Note dated September 7, 2016 – Carebourn Capital, L.P.
|
8-K
|
09/21/16
|
10.2
|
Promissory Note dated September 16, 2016 – Carebourn Capital, L.P.
|
8-K
|
09/21/16
|
10.3
|
|||||||
Addendum #1 to Amended and Restated Stock Exchange Agreement
|
8-K/A-1
|
10/17/16
|
10.5
|
|||||||
Assignment of LLC Membership Interest
|
8-K/A-2
|
11/17/16
|
10.6
|
|||||||
Certification of Chief Executive and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
X
|
|||||||||
Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
X
|
|||||||||
101.INS
|
XBRL Instance Document
|
X
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema
|
X
|
||||||||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
X
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
X
|
||||||||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
X
|
||||||||
101.PRE
|
|
Taxonomy Extension Presentation Linkbase
|
|
X
|
THE GO ECO GROUP, INC.
(formally Liberated Energy, Inc.)
|
||
Date: August 9, 2017
|
By:
|
BRIAN CONWAY
|
Brian Conway
|
||
Principal Financial Officer and Principal Accounting Officer
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
Filing
Date
|
Number
|
Filed
herewith
|
|||
Articles of Incorporation as filed with the Nevada Secretary of State dated September 14, 2010
|
S-1
|
12/08/10
|
3.1
|
|||||||
Amended Articles of Incorporation as filed with the Nevada Secretary of State dated February 6, 2013
|
8-K
|
02/07/13
|
3.1
|
|||||||
Certificate of Change as filed with the Nevada Secretary of State dated February 6, 2013
|
8-K
|
02/07/13
|
3.2
|
|||||||
By-laws
|
S-1
|
12/08/10
|
3.2
|
|||||||
Amended Articles of Incorporation dated March 17, 2014 as filed with the Secretary of State in Nevada on March 17, 2014
|
8-K
|
03/17/14
|
3.1
|
|||||||
Amended Articles of Incorporation dated January 17, 2017
|
8-K
|
01/30/17
|
3.6
|
|||||||
Patent Acquisition Agreement dated January 23, 2013
|
8-K
|
01/24/13
|
10.1
|
|||||||
Stock Exchange Agreement to acquire EcoCab LLC
|
8-K
|
09/21/16
|
10.1
|
|||||||
Promissory Note dated September 7, 2016 – Carebourn Capital, L.P.
|
8-K
|
09/21/16
|
10.2
|
|||||||
Promissory Note dated September 16, 2016 – Carebourn Capital, L.P.
|
8-K
|
09/21/16
|
10.3
|
|||||||
Addendum #1 to Amended and Restated Stock Exchange Agreement
|
8-K/A-1
|
10/17/16
|
10.5
|
|||||||
Assignment of LLC Membership Interest
|
8-K/A-2
|
11/17/16
|
10.6
|
|||||||
Certification of Chief Executive and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
X
|
|||||||||
Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
X
|
|||||||||
101.INS
|
XBRL Instance Document
|
X
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema
|
X
|
||||||||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
X
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
X
|
||||||||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
X
|
||||||||
101.PRE
|
|
Taxonomy Extension Presentation Linkbase
|
|
X
|
1. |
I have reviewed this Form 10-Q for the quarter ending June 30, 2017 of The Go Eco Group (formerly, Liberated Energy, Inc.);
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 9, 2017
|
BRIAN CONWAY
|
|
|
Brian Conway
|
|
|
Principal Executive Officer and Principal Financial Officer
|
(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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
BRIAN CONWAY
|
|
Brian Conway
|
|
Chief Executive Officer and Chief Financial Officer
|
Document And Entity Information - USD ($) |
9 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Jul. 31, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Go Eco Group | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 3,202,667 | |
Entity Public Float | $ 0 | |
Amendment Flag | false | |
Entity Central Index Key | 0001503161 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEET - USD ($) |
Jun. 30, 2017 |
Sep. 30, 2016 |
---|---|---|
Current assets | ||
Cash | $ 5,515 | $ 1,804 |
Accounts receivable | 48,990 | |
Total current assets | 54,505 | 1,804 |
Receivable – EcoCab | 43,324 | |
Total assets | 97,829 | 1,804 |
Current liabilities | ||
Accounts payable and accrued expense | 140,372 | 49,433 |
Convertible notes payable | 915,334 | 517,736 |
Total liabilities | 1,055,706 | 567,169 |
Preferred shares, par value $0.001 10,000,000 authorized; 10,000,000 issued and outstanding | 10,000 | 10,000 |
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 3,202,667 and 1,888,832 as of June 30, 2017 and September 30, 2016, respectively | 3,202 | 1,889 |
Additional paid-in capital | 1,133,345 | 824,414 |
Accumulated deficit | (2,104,424) | (1,401,668) |
Total stockholders' deficit | (957,877) | (565,365) |
Total liabilities and stockholders' equity(deficit) | $ 97,829 | $ 1,804 |
BALANCE SHEET (Parentheticals) - $ / shares |
Jun. 30, 2017 |
Sep. 30, 2016 |
---|---|---|
Preferred shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized | 10,000,000 | 10,000,000 |
Preferred shares, shares issued | 10,000,000 | 10,000,000 |
Preferred shares, shares outstanding | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 3,202,667 | 1,888,832 |
Common stock, outstanding | 3,202,667 | 1,888,832 |
STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) |
6 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Revenue | $ 48,990 | $ 48,990 | ||
Cost of sales | 14,000 | 14,000 | ||
Gross Profit | 34,990 | 34,990 | ||
Selling, general and administrative expenses | 41,535 | $ 43,040 | 629,513 | $ 219,158 |
Loss from operations | (6,545) | (43,040) | (594,523) | (219,158) |
Other Income(expense) | ||||
Other income | 4 | |||
Gain(loss) on debt adjustment | 29,503 | |||
Note discount fees | (57,800) | |||
Interest expense | (20,237) | (79,940) | (33,253) | |
Total other income (expense) | (20,237) | (108,233) | (33,253) | |
Net loss | $ (26,782) | $ (43,040) | $ (702,756) | $ (252,411) |
Net loss per common share basic and diluted (in Dollars per share) | $ (0.01) | $ 0.00 | $ (0.24) | $ 0.00 |
Weighted average number of common shares outstanding (in Shares) | 3,202,667 | 788,330 | 2,893,426 | 746,432 |
NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION The Go Eco Group (formally Liberated Energy), Inc. (the "Company"), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010. On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24.1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000. On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company's financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as "discontinued operations." Effective January 19, 2013, the Company's business is the sale of alternative energy products and services. On February 4, 2015, the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000. On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company's common stock. On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company was to acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab. On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group. Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2016 Annual Report filed with the SEC for year-end September 30, 2016. |
NOTE 2 - GOING CONCERN |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 - GOING CONCERN As shown in the accompanying financial statements, the Company has a negative working capital of $1,001,201 and an accumulated deficit of $2,104,424 as of June 30, 2017. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred. Use of Estimates The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase. Fair Value of Financial Instruments Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management's estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity. Net Loss per Common Share The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods. Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10"), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty's performance is complete and the related amount recognized in our statements of operations. Revenue and Cost Recognition The Company generated revenue during the three and nine months period ended June 30, 2017 but no revenue was generated for the 2016 period. It is the Company's policy that revenue from product sales or services will be recognized in accordance with ASC 605 "Revenue Recognition". Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Income Taxes The Company utilizes ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company's results of operations or financial condition. |
NOTE 4 - FAIR VALUE MEASUREMENTS |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 4 – FAIR VALUE MEASUREMENTS As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2 — quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3 — Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
NOTE 5 - RELATED PARTY |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 – RELATED PARTY On February 4, 2015, the Company issued to an officer and director of the Company 10,000,000 shares with a value of $10,000 of series A preferred stock for service. Each share has 10 votes on all matters of the Company in which the shareholders can vote. |
NOTE 6 - EQUITY |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 – EQUITY During the nine months ended June 30, 2016 the Company issued 1,650,000 shares of commons stock with a value of $275,500 to four entities for services. During the nine months ended June 30, 2016 the Company received 1,000,000 shares back for an entity and issued 90,000 as its replacement for a note payable and unissued stock During the nine months ended June 30, 2017 the Company issued 433,835 shares of common stock to Carebourn Capital with a value of $18,700 for convertible debt. |
NOTE 7 - CONVERTIBLE DEBT |
6 Months Ended |
---|---|
Mar. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Convertible Debt [Table Text Block] | NOTE 7 – CONVERTIBLE DEBT On October 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note matures on October 3, 2017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114. On December 13, 2016, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $77,000 less legal fees of $2,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on September 28, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion. On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears an interest rate of 12% per annum. The note matures on December 13, 2018. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On February 28, 2017, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $33,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion. On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company's outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company. |
NOTE 8 - RECEIVABLES |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 8 – RECEIVABLES The Company had advanced Eco Cab $197,520 as part of the acquisition agreement dated October 11, 2016. As the closing has not occurred, due to the failure of EcoCab meeting the agreement requirements, the Company has treated the advances as receivables due the Company. During the nine months period ended June 30, 2017 the Company advanced Eco Cab $197,520 in cash and received payments of $ 154, 196 leaving a balance due the Company as of June 30, 2017 of $43,324. |
NOTE 9 - SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date the financial statements were issued and determined that there were no subsequent events that require adjustment to the financial statements. The sole subsequent event requiring disclosure is shown below. On July 12, 2017 the Company issued a convertible note for $38,000 to Power UP Lending Group, LLC. The note bears an interest rate of 8% matures on April 30, 2018 and is convertible into the Company's common stock 180 days following the date of the note at 58% of the average of the lowest 3 trading prices that occur within 10 days prior to conversion. |
NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION (Details) |
1 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Jan. 19, 2013
shares
|
Mar. 31, 2014
shares
|
Jun. 30, 2017
shares
|
Jul. 05, 2016 |
Jan. 27, 2017
shares
|
Jan. 26, 2017
shares
|
Sep. 30, 2016
shares
|
Feb. 04, 2015
shares
|
Feb. 03, 2015
shares
|
|
Disclosure Text Block [Abstract] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 24,500,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | 90,000 | |||||||
Treasury Stock, Shares, Retired | 24,500,000 | ||||||||
Common Stock, Shares, Issued | 3,000,000 | 3,202,667 | 1,888,832 | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 24.1 | ||||||||
Stock Issued During Period, Shares, Stock Splits | 72,000,000 | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 100,000,000 | 10,000,000 | |||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 10,000,000,000 | 2,000,000,000 | 900,000,000 | 250,000,000 | |||
Stockholders' Equity, Reverse Stock Split | 500 |
NOTE 2 - GOING CONCERN (Details) - USD ($) |
Jun. 30, 2017 |
Sep. 30, 2016 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital | $ 1,001,201 | |
Retained Earnings (Accumulated Deficit) | $ (2,104,424) | $ (1,401,668) |
NOTE 5 - RELATED PARTY (Details) |
6 Months Ended |
---|---|
Mar. 31, 2015
USD ($)
shares
| |
Related Party Transactions [Abstract] | |
Preferred Stock Issued During Period, Preferred Shares, Issued for Services | shares | 10,000,000 |
Preferred Stock Issued During Period, Value, Issued for Services | $ | $ 10,000 |
Preferred Stock, Voting Rights | 10 |
NOTE 6 - EQUITY (Details) - USD ($) |
6 Months Ended | 9 Months Ended | |
---|---|---|---|
Mar. 31, 2014 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Stockholders' Equity Note [Abstract] | |||
Stock Issued During Period, Shares, Issued for Services | 1,650,000 | ||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 275,500 | ||
Stock Repurchased and Retired During Period, Shares | 1,000,000 | ||
Stock Issued During Period, Shares, New Issues | 2,500,000 | 90,000 | |
Debt Conversion, Converted Instrument, Shares Issued | 433,835 | ||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $ 18,700 | $ 39,769 |
NOTE 7 - CONVERTIBLE DEBT (Details) - USD ($) |
1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2017 |
Dec. 14, 2016 |
Dec. 13, 2016 |
Oct. 03, 2016 |
Sep. 15, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Sep. 16, 2016 |
Jul. 12, 2017 |
|
Table Text Block Supplement [Abstract] | |||||||||
Debt Instrument, Face Amount | $ 33,000 | $ 98,325 | $ 77,000 | $ 237,475 | |||||
Amortization of Debt Discount (Premium) | 12,825 | 30,975 | |||||||
Debt Issuance Costs, Net | 6,500 | ||||||||
Proceeds from Convertible Debt | $ 80,000 | $ 200,000 | $ 416,298 | $ 162,001 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 8.00% | 12.00% | ||||||
Debt Instrument, Convertible Discount Percentage | 48.00% | 45.00% | 48.00% | 45.00% | |||||
Repayments of Convertible Debt | $ 85,000 | ||||||||
Convertible Notes Payable | $ 115,114 | $ 38,000 | |||||||
Legal Fees | $ 2,000 | ||||||||
Debt Instrument, Interest Rate, Default Precentage Rate | 22.00% | 22.00% | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||
Loss Contingency, Damages Sought | $279,730.56 |
NOTE 8 - RECEIVABLES (Details) |
9 Months Ended |
---|---|
Jun. 30, 2017
USD ($)
| |
Receivables [Abstract] | |
Business Combination, Funds Designated for Acquisition | $ 197,520 |
Business Combination, Reclassification of Funds for Acquisition | 154,196 |
Business Combination, Acquisition Receivable | $ 43,324 |
NOTE 9 - SUBSEQUENT EVENTS (Details) |
Jul. 12, 2017
USD ($)
|
Feb. 28, 2017 |
Sep. 16, 2016
USD ($)
|
---|---|---|---|
Subsequent Events [Abstract] | |||
Convertible Notes Payable (in Dollars) | $ 38,000 | $ 115,114 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |
Debt Instrument, Convertible, Conversion Ratio | 0.58 |
-GK]FUO[7O1Y]GWMUQ_'#:#KKM
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M"S V-@Q>U$4\U\A$^'>&-OD0/RK=3?9-7<9S^6R!*79TXOFMTR[OIW(JK K!-*(G;!E-#,S)BNXSR
M'SZU@\B.4P/M HC0F4Y$\RDBY1Z"\!QN/!19>-!&IUT> )6IDQ-NP\B45X,!UG"4^8C0TS
MP20@:WP[?HG>;"A"J1A2WKJU @:O'#/^WS.O9$%I:9V<"X$N!3A/K?G7RY0=
M;@/Q;JU;[R[#NPPB .^V]N
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M0(\*9D3W^ 0'2<&Y^Q'X+6"6:SJ3(I1$-*U;:==K>\U6MF3,8R,_
X6@H[+QC]BV5_@5AB(:4>Q\NX"\PGMUFO(
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MR]UEIZ765$6/$;2NWDD"U@AY!XGDB6TL\,"GUX(/\.H$A%Z2F?W
/GB[:&I/J=67;O
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M0\>;",IV#GN!"I4..-05.DEDTTLU8T<1V/
M APK,
OTR?EL:PZ;RVKZV;Z\\7WX>#)=2O7Y2?Y_HG^U^O
MS8?FNVEW\;7EB(KP^/[3P\-H]+KX.5P\WJM?/[VOUS^/+EX6+;LI&);4[DO
M.%_6+T;"%UWXW*[#F_KD_-4^O=?>N[]33M7X&ZW;T41Q?BSY>;3Z_G/^7.
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MVG<"U2P9T#\2/WDI#>_O.?&IUY*$=E=H"0T.>
Y V-$E
[3[QX-4
MV[9_[PGWMN]U[6!OM*4!QV(ZH0MPYYO641T]L2ZX OA7R-N>*^.;&T&^&W04
MJ=N7.E)+@#ZWU1J,^R,XE8>#GM221.6$<-2&Q6Z(TA!J0LN,QBD=A9#-C70+
MB#&SC*FA0<5O$V<[X_ X\]X=M5O!L4F$"2>M11#FT^>B(TCR1.B-Q1M14,8R
M_-$?*2?D-9R.:CA!/OT2!C"=,KG\2M2BTN@RG2_Y#+GF[#@ZC