Colorado
|
|
84-1384159
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
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|
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PAGE
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PART I - FINANCIAL INFORMATION
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3
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3
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4
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5
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6
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7
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14
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19
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19
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PART II - OTHER INFORMATION
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|||
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20
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20
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20
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20
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20
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20
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21
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22
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March 31, 2018
|
September 30, 2017
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$
|
20,822
|
$
|
23,056
|
||||
Contract receivables
|
8,841
|
17,125
|
||||||
Prepaid expenses
|
2,219
|
6,967
|
||||||
Total Current Assets
|
31,882
|
47,148
|
||||||
Net Property & Equipment
|
1,006
|
1,146
|
||||||
TOTAL ASSETS
|
$
|
32,888
|
$
|
48,294
|
||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$
|
112,666
|
$
|
83,870
|
||||
Credit card payable
|
65,969
|
67,521
|
||||||
Accrued expenses and interest on notes payable
|
45,072
|
39,206
|
||||||
Billings in excess of cost
|
36,474
|
14,955
|
||||||
Derivative liability
|
806,968
|
625,645
|
||||||
Promissory note, related party
|
31,500
|
31,500
|
||||||
Convertible promissory note, related party
|
12,000
|
12,000
|
||||||
Convertible promissory notes, current portion net of debt discount of $37,433 and $865, respectively
|
32,600
|
92,168
|
||||||
Total Current Liabilities
|
1,143,249
|
966,865
|
||||||
LONG TERM LIABILITIES
|
||||||||
Convertible promissory notes, net of debt discount of $354 and $147, respectively
|
165,526
|
125,653
|
||||||
Total Long Term Liabilities
|
165,526
|
125,653
|
||||||
TOTAL LIABILITIES
|
1,308,775
|
1,092,518
|
||||||
SHAREHOLDERS’ DEFICIT
|
||||||||
Preferred stock 50,000,000 shares authorized, shares issued and outstanding designated as follows:
|
||||||||
Preferred Stock Series A, $0.01 par value, 10,000 authorized
5,000 shares issued and outstanding
|
50
|
50
|
||||||
Common stock, no par value;
2,000,000,000 authorized common shares
1,406,800,138 and 1,040,146,548 shares issued and outstanding, respectively
|
33,229,814
|
32,935,727
|
||||||
Additional paid in capital
|
5,335,398
|
5,335,398
|
||||||
Paid in capital, common stock warrants
|
3,811,700
|
3,811,700
|
||||||
Accumulated deficit
|
(43,652,849
|
)
|
(43,127,099
|
)
|
||||
TOTAL SHAREHOLDERS’ DEFICIT
|
(1,275,887
|
)
|
(1,044,224
|
)
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
$
|
32,888
|
$
|
48,294
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31, 2018
|
March 31, 2017
|
March 31, 2018
|
March 31, 2017
|
|||||||||||||
SALES
|
$
|
51,222
|
$
|
537,909
|
$
|
131,097
|
$
|
931,611
|
||||||||
COST OF GOODS SOLD
|
26,086
|
363,551
|
69,385
|
662,605
|
||||||||||||
GROSS PROFIT
|
25,136
|
174,358
|
61,712
|
269,006
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Selling, general and administrative expenses
|
95,708
|
114,132
|
213,173
|
241,052
|
||||||||||||
Depreciation and amortization expense
|
70
|
32
|
140
|
63
|
||||||||||||
TOTAL OPERATING EXPENSES
|
95,778
|
114,164
|
213,313
|
241,115
|
||||||||||||
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)
|
(70,642
|
)
|
60,194
|
(151,601
|
)
|
27,891
|
||||||||||
OTHER INCOME/(EXPENSES)
|
||||||||||||||||
Penalties
|
-
|
-
|
-
|
(200
|
)
|
|||||||||||
Loss on settlement of debt
|
(101,030
|
)
|
-
|
(207,190
|
)
|
(36,320
|
)
|
|||||||||
Gain (Loss) on conversion of debt and change in derivative liability
|
(260,508
|
)
|
(15,976
|
)
|
(131,225
|
)
|
28,990
|
|||||||||
Interest expense
|
(27,027
|
)
|
(11,246
|
)
|
(35,734
|
)
|
(22,900
|
)
|
||||||||
TOTAL OTHER INCOME/(EXPENSES)
|
(388,565
|
)
|
(27,222
|
)
|
(374,149
|
)
|
(30,430
|
)
|
||||||||
NET (LOSS) INCOME
|
$
|
(459,207
|
)
|
$
|
32,972
|
$
|
(525,750
|
)
|
$
|
(2,539
|
)
|
|||||
BASIC EARNING (LOSS) PER SHARE
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|||||
DILUTED EARNING (LOSS) PER SHARE
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|||||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
|
||||||||||||||||
BASIC
|
1,386,356,282
|
895,278,221
|
1,277,180,433
|
869,114,613
|
||||||||||||
DILUTED
|
1,386,356,282
|
1,266,192,697
|
1,277,180,433
|
869,114,613
|
|
|
|
|
Additional
|
Stock Options/
|
|
|
|||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-in
|
Warrants
|
Accumulated
|
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Paid-in-Capital
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balance at September 30, 2017
|
5,000
|
$
|
50
|
1,040,146,548
|
$
|
32,935,727
|
$
|
5,335,398
|
$
|
3,811,700
|
$
|
(43,127,099
|
)
|
$
|
(1,044,224
|
)
|
||||||||||||||||
Common stock issued upon conversion of debt and accrued interest
|
-
|
-
|
366,653,590
|
294,087
|
-
|
-
|
-
|
294,087
|
||||||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(525,750
|
)
|
(525,750
|
)
|
||||||||||||||||||||||
Balance at March 31, 2018 (unaudited)
|
5,000
|
$
|
50
|
1,406,800,138
|
$
|
33,229,814
|
$
|
5,335,398
|
$
|
3,811,700
|
$
|
(43,652,849
|
)
|
$
|
(1,275,887
|
)
|
Six Months Ended
|
||||||||
March 31, 2018
|
March 31, 2017
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(525,750
|
)
|
$
|
(2,539
|
)
|
||
Adjustment to reconcile net loss to net cash
(used in) provided by operating activities
|
||||||||
Depreciation & amortization
|
140
|
63
|
||||||
(Gain)/Loss on conversion of debt and change in derivative liability
|
131,225
|
(28,990
|
)
|
|||||
Amortization of debt discount recorded as interest expense
|
14,880
|
9,697
|
||||||
Loss on settlement of debt
|
207,190
|
36,320
|
||||||
(Increase) Decrease in Change in Assets:
|
||||||||
Contract receivables
|
8,284
|
(22,155
|
)
|
|||||
Contract assets
|
-
|
(88,723
|
)
|
|||||
Prepaid expenses
|
4,748
|
(10,900
|
)
|
|||||
Increase (Decrease) in Change in Liabilities:
|
||||||||
Accounts payable
|
27,244
|
162,175
|
||||||
Accrued expenses
|
16,286
|
10,208
|
||||||
Billing in excess of cost
|
21,519
|
(18,636
|
)
|
|||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
(94,234
|
)
|
46,520
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from convertible promissory notes
|
92,000
|
-
|
||||||
Payments on convertible promissory notes
|
-
|
(25,000
|
)
|
|||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
92,000
|
(25,000
|
)
|
|||||
NET INCREASE/(DECREASE) IN CASH
|
(2,234
|
)
|
21,520
|
|||||
CASH, BEGINNING OF PERIOD
|
23,056
|
22,172
|
||||||
CASH, END OF PERIOD
|
$
|
20,822
|
$
|
43,692
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Interest paid
|
$
|
2,364
|
$
|
2,996
|
||||
Taxes paid
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
|
||||||||
Fair value of issuance of common stock upon conversion of debt and accrued interest
|
$
|
294,087
|
$
|
48,955
|
·
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
·
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
·
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Liabilities
|
||||||||||||||||
Derivative Liability
|
$
|
806,968
|
$
|
-
|
$
|
-
|
$
|
806,968
|
||||||||
Total Liabilities measured at fair value
|
$
|
806,968
|
$
|
-
|
$
|
-
|
$
|
806,968
|
Balance as of September 30, 2017
|
$
|
625,645
|
||
Fair value of derivative liabilities issued
|
63,592
|
|||
Net Loss on change in derivative liability and conversion of debt
|
117,731
|
|||
Ending balance as of March 31, 2018
|
$
|
806,968
|
Convertible Promissory Notes, net of debt discount
|
$
|
198,126
|
||
Less current portion
|
32,600
|
|||
Total long-term liabilities
|
$
|
165,526
|
Year Ending
|
||||
September 30,
|
||||
2019 | $ | - | ||
2020
|
|
-
|
||
2021
|
50,880
|
|||
2022
|
114,646
|
|||
$
|
165,526
|
Risk free interest rate
|
Between 1.53% and 2.56%
|
|
Stock volatility factor
|
Between 38.0% and 179.0%
|
|
Months to Maturity
|
1 - 5 years
|
|
Expected dividend yield
|
None
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
31.1
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
XSUNX, INC.
|
|
|
|
|
Dated: May 21, 2018
|
By:
|
/s/ Tom M. Djokovich
|
|
|
Tom M. Djokovich,
Principal Executive and Accounting Officer
|
/s/ Tom M. Djokovich
|
|
Name: Tom M. Djokovich
|
|
Titles: Chief Executive Officer, Principal Financial and
Accounting Officer, and Director
|
/s/ Tom M. Djokovich
|
|
Name: Tom M. Djokovich
|
|
Title: Chief Executive Officer, Principal Financial and
Accounting Officer, and Director
|
Document And Entity Information - shares |
6 Months Ended | |
---|---|---|
Mar. 31, 2018 |
May 21, 2018 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | XSUNX INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 1,406,800,138 | |
Amendment Flag | false | |
Entity Central Index Key | 0001039466 | |
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 | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS (Parentheticals) - USD ($) |
Mar. 31, 2018 |
Sep. 30, 2017 |
---|---|---|
Convertible promissory notes, discount (in Dollars) | $ 37,433 | $ 865 |
Convertible promissory notes, debt discount (in Dollars) | $ 354 | $ 147 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,406,800,138 | 1,040,146,548 |
Common stock, shares outstanding | 1,406,800,138 | 1,040,146,548 |
Common stock, no par value (in Dollars per share) | $ 0 | $ 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock shares, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock shares, outstanding | 5,000 | 5,000 |
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Mar. 31, 2018 |
Mar. 31, 2017 |
|
SALES | $ 51,222 | $ 537,909 | $ 131,097 | $ 931,611 |
COST OF GOODS SOLD | 26,086 | 363,551 | 69,385 | 662,605 |
GROSS PROFIT | 25,136 | 174,358 | 61,712 | 269,006 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 95,708 | 114,132 | 213,173 | 241,052 |
Depreciation and amortization expense | 70 | 32 | 140 | 63 |
TOTAL OPERATING EXPENSES | 95,778 | 114,164 | 213,313 | 241,115 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES) | (70,642) | 60,194 | (151,601) | 27,891 |
OTHER INCOME/(EXPENSES) | ||||
Penalties | 0 | 0 | 0 | (200) |
Loss on settlement of debt | (101,030) | 0 | (207,190) | (36,320) |
Gain (Loss) on conversion of debt and change in derivative liability | (260,508) | (15,976) | (131,225) | 28,990 |
Interest expense | (27,027) | (11,246) | (35,734) | (22,900) |
TOTAL OTHER INCOME/(EXPENSES) | (388,565) | (27,222) | (374,149) | (30,430) |
NET (LOSS) INCOME | $ (459,207) | $ 32,972 | $ (525,750) | $ (2,539) |
BASIC EARNING (LOSS) PER SHARE (in Dollars per share) | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
DILUTED EARNING (LOSS) PER SHARE (in Dollars per share) | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
BASIC (in Shares) | 1,386,356,282 | 895,278,221 | 1,277,180,433 | 869,114,613 |
DILUTED (in Shares) | 1,386,356,282 | 1,266,192,697 | 1,277,180,433 | 869,114,613 |
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - 6 months ended Mar. 31, 2018 - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Additional Paid in Capital Stock Options / Warrants [Member] |
Retained Earnings [Member] |
Total |
---|---|---|---|---|---|---|
Balance at Sep. 30, 2017 | $ 50 | $ 32,935,727 | $ 5,335,398 | $ 3,811,700 | $ (43,127,099) | $ (1,044,224) |
Balance (in Shares) at Sep. 30, 2017 | 5,000 | 1,040,146,548 | ||||
Common stock issued upon conversion of debt and accrued interest | $ 294,087 | 294,087 | ||||
Common stock issued upon conversion of debt and accrued interest (in Shares) | 366,653,590 | |||||
Net Loss | (525,750) | (525,750) | ||||
Balance at Mar. 31, 2018 | $ 50 | $ 33,229,814 | $ 5,335,398 | $ 3,811,700 | $ (43,652,849) | $ (1,275,887) |
Balance (in Shares) at Mar. 31, 2018 | 5,000 | 1,406,800,138 |
1. Basis of Presentation |
6 Months Ended |
---|---|
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ended September 30, 2018. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended September 30, 2017. Going Concern The accompanying unaudited condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the six months ended March 31, 2018, the Company did not generate significant revenue, incurred a net loss of $525,750, and used cash in operations of $94,234. As of March 31, 2018, the Company had a working capital deficiency of $1,111,367, and a shareholders’ deficit of $1,275,887. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through the six months ended March 31, 2018. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its business development efforts in the solar PV industry. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of XsunX, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, revenue recognition, the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less. Revenue Recognition We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Revenue and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Revenue is recognized based on the percentage of cost incurred. Costs include all direct materials, subcontractor costs, direct labor and those indirect costs related to contract performance, such as indirect labor, supplies, project planning and preparation, tools and repairs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, “Costs in excess of billing” represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billing in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. Contract Receivables Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as any retentions, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Project Warranties Customers in our target market of California who purchase solar energy systems are covered by a warranty of up to 10 years in duration for material defects and workmanship. In addition, we provide a pass-through of the major components such as module mounting, inverter and solar panel manufacturers’ warranties to our customers, which generally range from 10 to 25 years. The Company has a limited history of project installations and will access potential warranty costs, and other allowances, based on our experience in servicing warranty claims as they may arise in the future. During the six months ended March 31, 2018, the Company did not experience costs related to warranty claims. Stock-Based Compensation Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has not had a material impact on our results of operations. Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the six months ended March 31, 2018, the Company calculated the dilutive impact of the convertible debt of $247,913, which is convertible into shares of common stock. The convertible debt was not included in the calculation of net loss per share, because their impact was antidilutive. For the six months ended March 31, 2017, the Company calculated the dilutive impact of the convertible debt of $199,845, which is convertible into shares of common stock. The convertible debt was not included in the calculation of net loss per share, because their impact was antidilutive. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2018, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as 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. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018:
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASC is effective for fiscal years beginning after December 15, 2017, including interim reporting periods therein. The Company is currently evaluating the impact of the adoption of ASU 2016-12 on the Company’s financial statements. In August 2016, FASB issued accounting standards update ASU-2016-15, “Statement of Cash Flows” (Topic 230) – Classification of Certain Cash Receipts and Cash Payments”, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
3. CAPITAL STOCK |
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Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. CAPITAL STOCK At March 31, 2018, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with no par value. The Company is also authorized to issue 50,000,000 shares of preferred stock with a par value of $0.01 per share of which 10,000 shares have been designated as Series A Preferred Stock. The rights, preferences and privileges of the holders of the preferred stock are determined by the Board of Directors prior to issuance of such shares. During the six months ended March 31, 2018, the Company issued 366,653,590 shares of common stock upon conversion of principal in the amount of $74,920, plus accrued interest of $11,977, with an aggregate fair value loss on settlement of debt of $207,190. |
4. STOCK OPTIONS |
6 Months Ended |
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Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4. STOCK OPTIONS On May 20, 2014, the Company adopted the 2014 XSUNX, Inc. Stock Option and Award Plan (the “Plan”) to enable the Company to obtain and retain the services of the types of Employees, Consultants and Directors who will contribute to the Company’s long range success and to provide incentives which are linked directly to increases in share value which will inure to the benefit of all stockholders of the Company. The 2007 Stock Option Plan is superseded by the newly adopted 2014 XSUNX, Inc. Stock Option and Award Plan. Options granted under the Plan may be either Incentive Options or Nonqualified Options and shall be administered by the Company’s Board of Directors (“Board”). Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may provide. Notwithstanding any other provision of the Plan or of any Option agreement, each Option shall expire on the date specified in the Option agreement. There are no stock options outstanding as of March 31, 2018. |
5. CONVERTIBLE PROMISSORY NOTES |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] | 5. CONVERTIBLE PROMISSORY NOTES As of March 31, 2018, the outstanding convertible promissory notes are summarized as follows:
Maturities of long-term debt for the next four years are as follows:
At March 31, 2018, the $235,913 in convertible promissory notes has a remaining debt discount of $37,787, leaving a net balance of $198,126. On October 20, 2015, the Company entered into a third extension of the Note originally issued September 30, 2013. The extension terms included mandatory payments of $10,000 per month beginning November 1, 2015 until the note in the amount of $143,033 is paid in full. The Note bears interest at 12% annum, and a conversion price of 60% of the lowest volume weighted average price (“VWAP”) occurring during the twenty trading days preceding any conversion date by Holder. The balance of the provisions of the Note remained substantially the same. As of March 31, 2018, the remaining balance of the Note is $18,033. As of March 31, 2018, the Note has matured and the Company and the Holder have entered into discussions for the repayment of the Note. On November 20, 2014, the Company issued a 10% unsecured convertible promissory note (the “November Note”) for the principal sum of up to $400,000 plus accrued interest on any advanced principal funds. The November Note matures eighteen months from each advance. The November Note may be converted by the lender into shares of common stock of the Company at the lesser of $.0125 per share or (b) fifty percent (50%) of the lowest trade prices following issuance of the November Note or (c) the lowest effective price per share granted to any person or entity. On November 20, 2014, the lender advanced $50,000 to the Company under the November Note at inception. On various dates from February 18, 2015 through September 30, 2016, the lender advanced an additional $350,000 under the November Note. During the six months ended March 31, 2018, the Company issued 366,653,589 shares of common stock upon conversion of $74,920 in principal, plus accrued interest of $11,977, with a fair value loss of $207,190. As of March 31, 2018, there remains an aggregate outstanding principal balance of $50,880. During the six months ended March 31, 2018, the Company recognized debt amortization as interest expense in the amount of $142. On May 10, 2017, the Company issued a 10% unsecured convertible promissory note (the “May Note”) for the principal sum of up to $150,000 plus accrued interest on any advanced principal funds. The Lender may pay additional consideration at the Lenders discretion. The Company received a tranche in the amount of $25,000 upon execution of the May Note. On various dates, the Company received additional tranches in the aggregate sum of $90,000. The principal balance at March 31,2018 was $115,000. The May Note matures twelve months from each tranche. Within thirty (30) days prior to the maturity date, the Lender may extend the maturity date to sixty (60) months. The May Note may be converted by the lender into shares of common stock of the Company at the lesser of $.01 per share or (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity. The Company recorded debt discount related to the conversion feature of the May Note, along with derivative liability at inception. During the six months ended March 31, 2018, the Company recognized debt amortization as interest expense in the amount of $609. The Company issued an unsecured convertible promissory notes (the “Notes”), in the amount of $52,000 on date of January 11, 2018, which was funded on January 16, 2018. The Note matures on October 20, 2018, and bears interest at 10% per annum. The Note may be converted into shares of the Company’s common stock at a variable conversion price of 65% of the lowest two dollar volume weighted average price (“VWAP”) occurring during the fifteen trading days prior to conversion. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $14,567 during the six months ended March 31, 2018. Issuance of Convertible Promissory Notes for Services to Related Party As of March 31, 2018, the remaining unsecured Convertible Promissory Notes (the “Notes”) in the amount of $12,000 to a Board member (the “Holder”) in exchange for retention as a director during the fiscal year ending September 30, 2014. The Note can be converted into shares of common stock by the Holder for $0.0045 per share. The Note matured on October 1, 2015, and bore a one-time interest charge of $1,200 which was applied to the principal on October 1, 2014. So long as any shares issuable under a conversion are subject to transfer and sale restrictions imposed pursuant to SEC Rule 144 of the Rules promulgated under the Securities Act of 1933, the Company shall, upon written request by Holder, file Form S-8, if applicable, with the U.S. Securities and Exchange commission to register the issued. For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows:
At March 31, 2018, the fair value of the derivative liability was $806,968. |
6. NOTE PAYABLE-RELATED PARTY |
6 Months Ended |
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Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 6. NOTE PAYABLE-RELATED PARTY On August 5, 2014 the Company issued a 10% unsecured promissory note (the “Note”) to a related party in the aggregate principal amount of up to $80,000, plus accrued interest on any advanced principal funds. The principal use of the proceeds from any advance under the Note are intended to assist in the purchase of materials, and services for the solar PV systems that we sell and install. Consideration advanced under the Note matures twenty-four (24) months from each advance. The balance as of March 31, 2018 was $31,500, plus accrued interest of $8,998. |
8. SUBSEQUENT EVENTS |
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Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 7. SUBSEQUENT EVENTS Management has evaluated subsequent events as of the financial statement date according to the requirements of ASC TOPIC 855 and has the following subsequent events to report. On May 7, 2018, XsunX, Inc. (the “Company”) issued a 10% unsecured convertible promissory note (the “Note”), with an accredited investor (the “Lender”) in the principal amount of $25,000 (the “Note”) which transactions closed upon the advanced of the principal amount on May 7, 2018. The Note matures on February 15, 2019, and bears interest of ten percent (10%) per annum. The Company has the right to redeem a portion or all amounts outstanding under the Note prior to one hundred and eighty-one days from issuance of the Note under a variable redemption rate premium. After one hundred and eighty days the holder may convert into shares of common stock at a conversion price to be 65% of the average of the two lowest dollar volume weighted average price (“VWAP”) occurring during the fifteen trading days preceding any conversion date by Holder. The Lender agreed that so long as the Note remains outstanding, the Lender, and the Lenders affiliates, will not enter into or effect “short sales” transactions of the common stock which would established a short position with respect to the common shares of the Company. The convertible promissory note above was offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof. |
Accounting Policies, by Policy (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, revenue recognition, the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ from those estimates. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less. |
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Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Revenue and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Revenue is recognized based on the percentage of cost incurred. Costs include all direct materials, subcontractor costs, direct labor and those indirect costs related to contract performance, such as indirect labor, supplies, project planning and preparation, tools and repairs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, “Costs in excess of billing” represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billing in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. |
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Receivables, Policy [Policy Text Block] | Contract Receivables Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as any retentions, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. |
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Guarantees, Indemnifications and Warranties Policies [Policy Text Block] | Project Warranties Customers in our target market of California who purchase solar energy systems are covered by a warranty of up to 10 years in duration for material defects and workmanship. In addition, we provide a pass-through of the major components such as module mounting, inverter and solar panel manufacturers’ warranties to our customers, which generally range from 10 to 25 years. The Company has a limited history of project installations and will access potential warranty costs, and other allowances, based on our experience in servicing warranty claims as they may arise in the future. During the six months ended March 31, 2018, the Company did not experience costs related to warranty claims. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has not had a material impact on our results of operations. |
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Earnings Per Share, Policy [Policy Text Block] | Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the six months ended March 31, 2018, the Company calculated the dilutive impact of the convertible debt of $247,913, which is convertible into shares of common stock. The convertible debt was not included in the calculation of net loss per share, because their impact was antidilutive. For the six months ended March 31, 2017, the Company calculated the dilutive impact of the convertible debt of $199,845, which is convertible into shares of common stock. The convertible debt was not included in the calculation of net loss per share, because their impact was antidilutive. |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2018, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as 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. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018:
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASC is effective for fiscal years beginning after December 15, 2017, including interim reporting periods therein. The Company is currently evaluating the impact of the adoption of ASU 2016-12 on the Company’s financial statements. In August 2016, FASB issued accounting standards update ASU-2016-15, “Statement of Cash Flows” (Topic 230) – Classification of Certain Cash Receipts and Cash Payments”, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] |
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018:
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Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
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5. CONVERTIBLE PROMISSORY NOTES (Tables) |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] |
As of March 31, 2018, the outstanding convertible promissory notes are summarized as follows:
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Schedule of Maturities of Long-term Debt [Table Text Block] |
Maturities of long-term debt for the next four years are as follows:
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Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] |
For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows:
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1. Basis of Presentation (Details) - USD ($) |
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Disclosure Text Block [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ (459,207) | $ 32,972 | $ (525,750) | $ (2,539) | |
Net Cash Provided by (Used in) Operating Activities | (94,234) | $ 46,520 | |||
Working Capital Deficiency | 1,111,367 | 1,111,367 | |||
Stockholders' Equity Attributable to Parent | $ (1,275,887) | $ (1,275,887) | $ (1,044,224) |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities | $ 247,913 | $ 199,845 |
Minimum [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Product Warranty, Term | 10 years | |
Maximum [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Product Warranty, Term | 25 years |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
Mar. 31, 2018
USD ($)
|
---|---|
Liabilities | |
Derivative Liability | $ 806,968 |
Total Liabilities measured at fair value | 806,968 |
Fair Value, Inputs, Level 1 [Member] | |
Liabilities | |
Derivative Liability | 0 |
Total Liabilities measured at fair value | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Liabilities | |
Derivative Liability | 0 |
Total Liabilities measured at fair value | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Liabilities | |
Derivative Liability | 806,968 |
Total Liabilities measured at fair value | $ 806,968 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation |
6 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Balance as of September 30, 2017 | $ 625,645 |
Fair value of derivative liabilities issued | 63,592 |
Net Loss on change in derivative liability and conversion of debt | 117,731 |
Ending balance as of March 31, 2018 | $ 806,968 |
4. STOCK OPTIONS (Details) |
Mar. 31, 2018
shares
|
---|---|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 |
5. CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt |
Mar. 31, 2018
USD ($)
|
---|---|
Schedule of Debt [Abstract] | |
Convertible Promissory Notes, net of debt discount | $ 198,126 |
Less current portion | 32,600 |
Total long-term liabilities | $ 165,526 |
5. CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Maturities of Long-term Debt |
Mar. 31, 2018
USD ($)
|
---|---|
Schedule of Maturities of Long-term Debt [Abstract] | |
2019 | $ 0 |
2020 | 0 |
2021 | 50,880 |
2022 | 114,646 |
$ 165,526 |
5. CONVERTIBLE PROMISSORY NOTES (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques |
6 Months Ended |
---|---|
Mar. 31, 2018 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk free interest rate | 1.53% |
Stock volatility factor | 38.00% |
Months to Maturity | 1 year |
Maximum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk free interest rate | 2.56% |
Stock volatility factor | 179.00% |
Months to Maturity | 5 years |
6. NOTE PAYABLE-RELATED PARTY (Details) - USD ($) |
Aug. 05, 2014 |
Mar. 31, 2018 |
Sep. 30, 2017 |
---|---|---|---|
6. NOTE PAYABLE-RELATED PARTY (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 31,500 | $ 31,500 | |
Interest Payable, Current | 45,072 | $ 39,206 | |
Loans Payable [Member] | |||
6. NOTE PAYABLE-RELATED PARTY (Details) [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Debt Instrument, Face Amount | $ 80,000 | ||
Debt Instrument, Term | 24 months | ||
Notes Payable, Related Parties, Current | 31,500 | ||
Interest Payable, Current | $ 8,998 |
8. SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Convertible Debt [Member] |
May 07, 2018
USD ($)
|
---|---|
8. SUBSEQUENT EVENTS (Details) [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Debt Instrument, Face Amount | $ 25,000 |
Debt Instrument, Maturity Date | Feb. 15, 2019 |
Debt Instrument, Convertible, Terms of Conversion Feature | The Company has the right to redeem a portion or all amounts outstanding under the Note prior to one hundred and eighty-one days from issuance of the Note under a variable redemption rate premium. After one hundred and eighty days the holder may convert into shares of common stock at a conversion price to be 65% of the average of the two lowest dollar volume weighted average price (“VWAP”) occurring during the fifteen trading days preceding any conversion date by Holder. |
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