10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2015

or

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number:  333-173172

MOXIAN CHINA, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-3729742
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 Room 2313-2315 , Block B, Zhongshen Garden, Caitian South Road, Futian District, Shenzhen

Guangdong Province, China 518101

(Address of Principal Executive Offices)

                          Tel: +86 (0)755-66803251                           

 (Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if smaller reporting company)

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

As of May 15, 2015, the registrant had 198,300,000 shares of common stock, par value $.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Balance Sheets as of March 31, 2015 (Unaudited) and September 30, 2014	2
	Unaudited Statements of Operations and Comprehensive Income for the Six Months Ended March 31, 2015 and 2014	3
	Unaudited Statements of Stockholders’ Equity as of March 31, 2015	4
	Unaudited Statements of Cash Flows for the Six Months Ended March 31, 2015 and 2014	5
	Notes to Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	24
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults Upon Senior Securities.	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits.	25
Signatures		26
Certifications

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

MOXIAN CHINA, INC.

(A CORPORATION IN THE DEVELOPMENT STAGE)

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2015 AND 2014

 (Stated in US Dollars)

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	PAGES
UNAUDITED CONSOLIDATED BALANCE SHEETS	2
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME	3
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	6 – 21

1

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	As of
	March 31, 2015			September 30, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	693,419		$	1,770,196
Prepayments, deposits and other receivables		1,354,346			741,645
Inventory		45,097			-
Total current assets		2,092,862			2,511,841
Property and equipment, net (Note 3)		583,323			348,669
Goodwill (Note 9)		6,782,000			-
TOTAL ASSETS	$	9,458,185		$	2,860,510
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accruals and other payables	$	414,000		$	295,601
Payable for acquisition (Note 9)		7,782,000			1,000,000
Loans from shareholders (Note 4)		4,738,198			4,018,861
Loans from a third party (Note 5)		2,897,214			2,133,071
Total current liabilities		15,831,412			7,447,533
Total liabilities	$	15,831,412		$	7,447,533
STOCKHOLDERS’ EQUITY
Capital stock (Note 6)
Preferred stock, $0.001 par value, authorized: 100,000,000 shares. Nil shares issued and outstanding as of March 31, 2015 and September 30, 2014		-			-
Common stock*, $0.001 par value, authorized: 500,000,000 shares. 198,300,000 shares issued and outstanding as of March 31, 2015 and September 30, 2014		198,300			198,300
Additional paid-in capital		162,914			162,914
Deficit accumulated during the development stage		(6,979,114	)		(5,001,166	)
Accumulated other comprehensive income		244,673			52,929
Total stockholders’ deficit		(6,377,227	)		(4,587,023	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,458,185		$	2,860,510

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

See accompanying notes to unaudited consolidated financial statements

2

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Stated in US Dollars)

	For the			For the			For the			For the			For the period from Inception October 12,
	Three Months			Three Months			Six Months			Six Months			2010
	Ended			Ended			Ended			Ended			to
	March 31, 2015			March 31, 2014			March 31, 2015			March 31, 2014			March 31,  2015
Revenues, net	$	22,661		$	-		$	68,166		$	-		$	124,288
Cost and expenses
Cost of sales		11,648			-			11,648			-			35,073
Depreciation and amortization expenses		52,113			15,357			87,194			15,357			165,765
Selling, general and administrative expenses		939,062			351,628			1,936,758			351,628			4,315,634
Impairment of goodwill		-			-			-			-			2,600,315
Loss from operations		(980,162	)		(366,985	)		(1,967,434	)		(366,985	)		(6,992,499	)
Interest expenses		(12,792	)		-			(12,792	)		-			(12,792	)
Interest income		2,267			8			2,278			8			26,177
Loss before income tax		(990,687	)		(366,977	)		(1,977,948	)		(366,977	)		(6,979,114	)
Income tax expenses		-			-			-			-			-
Net loss		(990,687	)		(366,977	)		(1,977,948	)		(366,977	)		(6,979,114	)
Foreign currency translation adjustments		49,395			7,887			191,744			7,887			244,673
Comprehensive loss	$	(941,292	)	$	(359,090	)	$	(1,786,204	)	$	(359,090	)	$	(6,734,441	)
Earnings per share (note 6)
Basic and diluted loss per common share	$	0.00		$	0.00		$	(0.01	)	$	0.00
Basic and diluted weighted average common shares outstanding*		198,300,000			198,300,000			198,300,000			198,300,000

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

See accompanying notes to unaudited consolidated financial statements

3

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Stated in US Dollars)

							Accumulated			Accumulated
					Additional		deficit			other
	Common Stock*				paid-in		development			comprehensive
	Shares		Amount		capital		stage			income		Total
Balance at inception, October 12, 2010
Common shares issued - founder for property and equipment		186,000,000	$	186,000	$	-	$	(182,900	)	$	-	$	3,100
Additional paid in capital by founder		-		-		-		169			-		169
Net loss		-		-		-		(21	)		-		(21	)
Balance, December 31, 2010		186,000,000	$	186,000	$	-	$	(182,752	)	$	-	$	3,248
Additional paid in capital by founder		-		-		-		2,146			-		2,146
Issue of common stock		12,300,000		12,300		-		28,700			-		41,000
Net loss		-		-		-		(12,606	)		-		(12,606	)
Balance, December 31, 2011		198,300,000	$	198,300	$	-	$	(164,512	)	$	-	$	33,788
Net loss		-		-		-		(33,572	)		-		(33,572	)
Balance, December 31, 2012		198,300,000	$	198,300	$	-	$	(198,084	)	$	-	$	216
Additional paid in capital by founder		-		-		-		2,950			-		2,950
Net loss		-		-		-		(14,690	)		-		(14,690	)
Balance, September 30, 2013		198,300,000	$	198,300	$	-	$	(209,824	)	$	-	$	(11,524	)
Inclusion of Moyi (See Note 1)		-		-		162,914		-			-		162,914
Net loss		-		-		-		(4,791,342	)		-		(4,791,342	)
Foreign currency adjustment		-		-		-		-			52,929		52,929
Balance, September 30, 2014		198,300,000	$	198,300	$	162,914	$	(5,001,166	)	$	52,929	$	(4,587,023	)
Net loss		-		-		-		(1,977,948	)		-		(1,977,948	)
Foreign currency adjustment		-		-		-		-			191,744		191,744
Balance, March 31, 2015		198,300,000	$	198,300	$	162,914	$	(6,979,114	)	$	244,673	$	(6,373,227	)

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

See accompanying notes to unaudited consolidated financial statements

4

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

							For the period
							from Inception
	Six Months			Six Months			October 12, 2010
	Ended			Ended			to
	March 31, 2015			March 31, 2014			March 31, 2015
OPERATING ACTIVITIES
Net loss	$	(1,977,948	)	$	(366,977	)	$	(6,979,114	)
Depreciation and amortization expense		87,194			15,357			165,765
Impairment of goodwill		-			-			2,600,315
Changes in operating assets and liabilities:
Increase in deposits, prepayments and other receivables		(612,701	)		(6,642	)		(1,055,920	)
Increase in inventories		(45,097	)		(1,007	)		(43,967	)
Increase in accruals and other payables		118,399			82,679			368,210
Net cash used in operating activities		(2,430,153)			(276,590)			(4,944,711)
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(34,288	)		(96,923	)		(78,217	)
Net cash inflow on acquisition of subsidiaries (Note 9)		-			897,453			897,453
Net cash (used in) provided by investing activities		(34,288)			800,530			819,236
FINANCING ACTIVITIES
Loan borrowings		719,337			445,552			4,105,269
Loan from a third party		764,143			-			641,573
Capital stock issued for cash		-			-			49,365
Net cash provided by financing activities		1,483,480			445,552			4,796,207
Effect of foreign currency translation		(95,816	)		8,955			22,687
Net (decrease) increase in cash and cash equivalents		(980,961	)		969,492			670,732
Cash and cash equivalents, beginning of year		1,770,196			28			-
Cash and cash equivalents, end of year	$	693,419		$	978,475		$	693,419
Supplemental cash flow disclosures:
Cash paid for interest expense	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Major items for non-cash transaction:
Acquisition by issuing convertible note	$	6,782,000		$	-		$	6,782,000

See accompanying notes to unaudited consolidated financial statements

5

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1. Organization and nature of operations

Moxian China, Inc. (“Moxian,” together with its subsidiaries, “the Company”), was incorporated under the laws of the State of Nevada on October 12, 2010. The Company, through its subsidiaries and variable interest entity, engages in the business of operating a social network platform that integrates social media and business into one single platform.

On February 17, 2014, the Company incorporated Moxian CN Group Limited (“Moxian CN Samoa”) under the laws of Independent State of Samoa.

On February 21, 2014, the Company completed the acquisition of Moxian Group Limited (“Moxian BVI”) and its subsidiaries from Rebel Group, Inc., a Florida Corporation (“REBL”) pursuant to a License and Acquisition Agreement (the “License and Acquisition Agreement”).

Moxian BVI was incorporated on July 3, 2012 under the laws of British Virgin Islands.

Moxian (Hong Kong) Limited (“Moxian HK”) was incorporated on January 18, 2013 and became Moxian BVI’s subsidiary since February 14, 2013. Moxian HK is currently engaged in the business of online social media. Moxian HK operates through two wholly-owned subsidiaries: Moxian Technologies (Shenzhen) Co., Ltd. (“Moxian Shenzhen”) and Moxian Malaysia SDN BHD (“Moxian Malaysia”).

Moxian Shenzhen was wholly owned by Moxian HK. Moxian Shenzhen was incorporated on April 8, 2013 under the laws of People’s Republic of China and was engaged in the business of internet technology, computer software, commercial information consulting, etc.

Moxian Malaysia was incorporated on March 1, 2013 under the laws of Malaysia and became Moxian HK’s subsidiary since April 2, 2013. Moxian Malaysia is conducting its business in IT services and media advertising industry.

Shenzhen Moyi Technologies Co., Ltd (“Moyi”) was incorporated on July 19, 2013 under the laws of People’s Republic of China and became a variable interest entity (“VIE”) of Moxian Shenzhen since July 15, 2014 through a series of contracts. Moxian Shenzhen controls Moyi through arrangement that absorbs operations risk, as if Moyi were a wholly-owned subsidiary of Moxian Shenzhen.

On January 30, 2015, the Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” such transaction, the “Equity Transfer Transaction”) with REBL, to acquire from REBL 100% of the equity interests of Moxian Intellectual Property Limited, a company incorporated under the laws of Samoa and a wholly-owned subsidiary of REBL (“Moxian IP”) for $6,782,000 (the “Moxian IP Purchase Price”). Moxian IP owns all the intellectual property rights relating to the operation, use and marketing of the MO-Promo Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP became a wholly-owned subsidiary of the Company.

The Company is in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s unaudited consolidated financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The fiscal year end is September 30.

6

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1. Organization and nature of operations (Continued)

The Company's unaudited consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Since October 12, 2010 (inception), the Company has generated revenue of $124,288 and has incurred an accumulated deficit of $6,979,114.

The Company is currently devoting its efforts to developing social networking website and through which to generate servicing income.  The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate servicing income, and ultimately, achieve profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

2. Summary of principal accounting policies

Basis of presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE. All material intercompany transactions and balances have been eliminated in the consolidation.

In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be unaudited consolidated in a company’s unaudited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are unaudited consolidated into the financial statements of the Company.

Revenue recognition

Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured.

7

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

Use of estimates

The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes

The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, "Accounting for 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 unaudited consolidated 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 period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”)) clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the unaudited consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. The adoption of ASC 740 did not have a significant effect on the unaudited consolidated financial statements.

Cash and cash equivalents

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

Fair value of financial instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

8

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

Earnings per share

Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.  The average market price during the year is used to compute equivalent shares.

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.

Website development costs

The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales.

Plant and Equipment

Plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Computers	3 years
Office equipment	3 years
Furniture and fixtures	3 years
Leasehold improvements	Shorter of estimated useful life or term of lease

9

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

The Company performed an annual impairment test as of the end of each fiscal year, and determined that there should be no impairment loss recorded for the six months ended March 31, 2015 and 2014 respectively.

Comprehensive income

The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.

Recently issued accounting pronouncements

The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections:

1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification.

2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification.

3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions.

4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms.

The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities.

10

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

Recently issued accounting pronouncements (Continued)

The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.

Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment.

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations.

The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force.

11

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

Recently issued accounting pronouncements (Continued)

The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved.

The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.

Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost.

The FASB has issued Accounting Standards Update (ASU) No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. The amendments in this ASU will apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities guidance when: (1) the reporting entity measures all of the financial assets and the financial liabilities of that unaudited consolidated collateralized financing entity at fair value in the unaudited consolidated financial statements based on other Codification Topics; and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

The fair value of the financial assets of a collateralized financing entity, as determined under GAAP, may differ from the fair value of its financial liabilities even when the financial liabilities have recourse only to the financial assets. Before this ASU, there was no specific guidance in GAAP on how a reporting entity should account for that difference.

12

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

Recently issued accounting pronouncements (Continued)

The amendments in this ASU provide an alternative to Topic 820 Fair Value Measurement for measuring the financial assets and the financial liabilities of a unaudited consolidated collateralized financing entity to eliminate that difference. When the measurement alternative is not elected for a unaudited consolidated collateralized financing entity within the scope of this ASU, the amendments clarify that: (1) the fair value of the financial assets and the fair value of the financial liabilities of the unaudited consolidated collateralized financing entity should be measured using the requirements of Topic 820; and (2) any differences in the fair value of the financial assets and the fair value of the financial liabilities of that unaudited consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the unaudited consolidated statement of income (loss).

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures.

Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities.

Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures.

This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes.

The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued.

13

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

3. Property and equipment, net

	As of
	March 31, 2015		September 30, 2014
Computers	$	547,518	$	213,600
Office equipment		34,288		68,623
Furniture and fixtures		3,055		32,011
Leasehold improvements		208,284		156,101
Total property and equipment		793,145		470,335
Less:  Accumulated depreciation and amortization		(209,822)		(121,666	)
Total property and equipment, net	$	583,323	$	348,669

The depreciation expenses for the six months ended March 31, 2015 and 2014 were $87,194 and $15,357, respectively.

4. Loans from shareholders

As of March 31, 2015, loans made to Moxian HK, Moxian Shenzhen, Moyi, and Moxian Malaysia by our shareholders are unsecured, interest free and have remaining maturities between 3 and 12 months. Details of the loans are set forth below:

	As of
Repayable	March 31, 2015		September 30, 2014
Within 1 month	$	-	$	-
1 to 3 months		-		-
More than 3 months but less than 12 months		4,738,198		4,018,861
	$	4,738,198	$	4,018,861

Moxian HK

On September 28, 2014, Moxian HK entered into loan agreements with three entities: Moxian China Limited (“MCL”), Ace Keen Limited (“Ace Keen”) and Jet Key Limited (“Jet Key,” together with MCL, Ace Keen, the “Creditors”). Pursuant to the loan agreements, Moxian HK obtained loans in the aggregate amount of $908,048.

On November 30, 2014, Moxian HK received HKD $500,000 (approximately $64,437) as a loan from MCL (“Moxian HK Loan”). The term of the loan is twelve months and it bears no interest. On December 31, 2014, the Company, MCL and Moxian HK entered into a loan agreement, pursuant to which the Company agreed to issue a convertible promissory note (“Moxian HK Note”) to MCL for the repayment of the Moxian HK Loan. The Moxian HK Note has a term of one year and bears no interest. Upon consummation of a financing which results in at least $5,000,000 in proceeds to the Company (“Qualified Financing”), the Moxian HK Note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of Notes and as long as there remains any outstanding principal or interest on the Moxian HK Note, the Company shall have the option to convert the Note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-trading day period prior to the conversion of the Note.

On January 15, 2015, Moxian HK received additional HKD500,000 (approximately US$64,506) as a loan from MCL. The loan has a twelve month term and it bears no interest.

On February 10, 2015, Moxian HK received additional HKD1,200,000 (approximately US$1,548,157) as a loan from Ace Keen. The loan has a twelve month term and it bears no interest.

14

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

4. Loans from shareholders (Continued)

MCL owns 33.8% of total outstanding shares of the Company. Ace Keen is controlled by Mr. Zhang Guo Hui, who is the holder of 70% of the equity interests in Moyi, our variable interest entity in China. Jet Key is owned and controlled by Ms. Zhang Ying, who is Mr. Zhang Guo Hui’s sister.

Moxian Shenzhen

Also on September 28, 2014, Moxian Shenzhen entered into three loan agreements with the Creditors, and borrowed an aggregate of $2,961,460.

On October 31, 2014 and November 30, 2014, Moxian Shenzhen received RMB 630,000 (approximately $102,942) and RMB 90,000 (approximately $14,486), respectively, as loans from MCL (“Moxian Shenzhen Loans”). The term of such loans is twelve months and they bear no interest. On December 31, 2014, the Company, MCL and Moxian Shenzhen entered into a Loan Agreement, where the Company agreed to issue a convertible promissory note to MCL for the repayment of the Moxian Shenzhen Loans (“Moxian Shenzhen Note”). The Moxian Shenzhen Note has similar terms to the Moxian HK Note. It has a one year term and bears no interest. Upon consummation of a Qualified Financing, the note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of note and as long as there remains any outstanding principal or interest of the note, the Company shall have the option to convert the note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-day trading period prior to the conversion of the note.

On December 31, 2014, Jet Key transferred its rights under a loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Shenzhen Bayi Consulting Co Ltd (“Bayi”), an independent third party.

On December 31, 2014, Ace Keen transferred its rights under the loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026).

On December 31, 2014, MCL transferred its rights under the loan agreement and the Moxian Shenzhen Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). 

Moxian Malaysia

On September 28, 2014, Moxian Malaysia also signed three loan agreements with the Creditors, pursuant to which Moxian Malaysia borrowed an aggregate of $2,020,221.

On October 31, 2014 and November 30, 2014, Moxian Malaysia received a loan in the amount of RM 118,800 (approximately $34,032) and RM 23,100 (approximately $6,605), respectively, from MCL (the “Moxian Malaysia Loans”). The Moxian Malaysia Loans have a twelve month term and bear no interest. On December 31, 2014, the Company, MCL and Moxian Malaysia entered into a Loan Agreement, whereby the Company agreed to issue a convertible promissory note to MCL for the repayment of the Moxian Malaysia Loans. The note has a one year term and bears no interest. Upon consummation of a Qualified Financing, the note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of note and as long as there remains any outstanding principal or interest of the note, the Company shall have the option to convert the note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-day trading period prior to the conversion of the note.

On January 31, 2015, Moxian Malaysia received RM 1,445,165 (approximately $404,646) as a loan from MCL. The term of such loan is twelve months and it bears no interest.

On February 28, 2015, Moxian Malaysia entered into a loan agreement with MCL for the amount of RM 122,370 (approximately $29,369). The term of such loan is twelve months and it bears no interest.

Moyi

On March 28, 2014, Moyi signed a loan agreement with Ace Keen and borrowed an aggregate of RMB 150,000 (approximately $24,193). The term of the loan is for thirty-six months with no interest

On September 10, 2013 and October 9, 2013, Moyi signed a loan agreement with Jet Key and borrowed an aggregate of RMB 10,000 and RMB 1,000,000 respectively (approximately $162,118).

15

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

5. Loans from third parties

Loans to Moxian Shenzhen are unsecured, interest free and have a 12 month term. Details of the loans are set forth below:

	As of
Repayable	March 31, 2015		September 30, 2014
Within 1 month	$	-	$	-
1 to 3 months		-		-
More than 3 months but less than 12 months		2,897,214		2,133,071
	$	2,897,214	$	2,133,071

On December 31, 2014, Jet Key transfer the rights under loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Bayi. Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest.

On December 31, 2014, Ace Keen transfer the rights under loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026). Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest.

On December 31, 2014, MCL transfer the rights under loan agreement and Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest.

On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest.

6. Shareholders’ equity

Prior to November 14, 2013, the authorized capital stock of the Company consisted of 425,000,000 shares of Common Stock with a par value of $0.001. The Company issued *186,000,000 shares of our Common Stock to Brandi DeFoor (“DeFoor”), our former CEO and former Director, on October 2010 (inception) for cash in the amount of $100 and property valued at $3,169. During the year ended December 31, 2011, the Company’s founder contributed $2,146 in additional capital.

In August 2011, the Company issued *12,300,000 shares of common stock to investors for the value of $41,000, in exchange for subscription receivables.

During the three months ended December 31, 2013, the Company’s founder contributed $2,950 in additional capital.

On November 14, 2013, DeFoor, entered into a Securities Purchase Agreement with three investors (the “Purchasers”), pursuant to which DeFoor sold to the Purchasers her 186,000,000 shares of common stock, par value $.001 per share of the Company (the “Majority Interests”) for the consideration in the aggregate amount of $264,500. As a result of the transaction, the Purchasers aggregately own approximately 93.8% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis.

Effective December 13, 2013, the Company amended its Articles of Incorporation to implement a 60-for-1 forward stock split of its issued and outstanding Common Stock (“Forward Split”). As a result of the Forward Split, the common stock issued and outstanding increased to 198,300,000 shares.

Also effective on December 13, 2013, the Company increased the number of shares that it is authorized to issue to a total of 600,000,0000 shares, including 500,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $0.001 per share.

As of March 31, 2015, the number of total issued and outstanding shares of common stock of the Company is 198,300,000.

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

16

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

7. Earnings per share

	For the six months ended March 31,
	2015			2014
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share	$	(1,965,156	)	$	(366,977	)
Weighted-average shares of common stock outstanding in computing net loss per common stock*
Basic		198,300,000			198,300,000
Dilutive shares – convertible promissory note		5,188,000			-
Diluted		203,488,000			198,300,000
Basic earnings per share	$	(0.01	)		(0.00	)
Diluted earnings per share	$	(0.01	)		(0.00	)

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

8. Income taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the period October 12, 2010 (date of inception) through March 31, 2015, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.

Moxian BVI is incorporated in the British Virgin Islands. Moxian BVI did not generate taxable income in the British Virgin Islands for the period from July 3, 2012 (date of inception) to March 31, 2015.

Moxian HK was incorporated in Hong Kong and is subject to Hong Kong profits tax at 16.5%. No provision for Hong Kong income or profit tax has been made as the Company has no assessable profit for the period from January 18, 2013 (date of inception) to March 31, 2015. The cumulative tax losses will represent a deferred tax asset.

17

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

8. Income taxes (Continued)

Moxian Shenzhen was incorporated in the People’s Republic of China. Moxian Shenzhen did not generate taxable income in the People’s Republic of China for the period from April 8, 2013 (date of inception) to March 31, 2015.

Moxian Malaysia was incorporated in Malaysia. Moxian Malaysia did not generate taxable income in Malaysia for the period from March 1, 2013 (date of inception) to March 31, 2015.

Moyi was incorporated in the People’s Republic of China. Moyi did not generate taxable income in the People’s Republic of China for the period from July 19, 2013 (date of inception) to March 31, 2015.

The Company will provide a valuation allowance for all of its subsidiaries in full amount of the deferred tax asset since there is no assurance of future taxable income.

9. Acquisition

On February 21, 2014, the Company entered into a License and Acquisition Agreement with REBL, whereby the Company (i) acquired all the equity interests of Moxian BVI, and (ii) obtained the license to use the intellectual property rights (as define below) of REBL. Pursuant to the License and Acquisition Agreement, REBL agreed to sell, convey, and transfer 100% of the equity interests of Moxian BVI to Moxian CN Samoa, a newly incorporated wholly-owned subsidiary of the Company, in consideration of an aggregate of $1,000,000. As a result, Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia, became the Company’s subsidiaries. Under the License and Acquisition Agreement, REBL also agreed to grant us the exclusive right to use REBL’s IP Rights in Mainland China, Malaysia, and other countries and regions where REBL conducts its business (the “Licensed Territory”), and the exclusive right to solicit, promote, distribute and sell REBL products and services in the Licensed Territory for five years (the “License”). In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty. Pursuant to the License and Acquisition Agreement, the Company has the right to acquire the new IP Rights that are developed by REBL and sub-license such rights to a third party. The Company also has the obligation to develop the social media market in the Licensed Territory of REBL products and services.

A summary of changes in the Company’s goodwill is as follows:

	2015
Balance –beginning of period:
Goodwill	$	2,600,315
Accumulated impairment charges		(2,600,315	)
		-
Activity during the period:
Additions		6,782,000
Impairment charges		-
		6,782,000
Balance –end of year:
Goodwill		9,782,315
Accumulated impairment charges		(2,600,315	)
	$	6,782,000

No impairment loss was recorded for the six months ended March 31, 2015 and 2014 respectively.

18

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

9. Acquisition (Continued)

Assets acquired and liabilities assumed at the date of acquisition:

Current assets
Cash and bank balances	$	897,453
Prepayments, deposits and other receivables		264,729
Inventory		1,129
Non-current assets
Property and equipment, net		176,116
Current liabilities
Other payables and accruals		(51,172	)
Loans		(2,888,570	)
	$	(1,600,315	)
Goodwill arising on acquisition:
Consideration transferred	$	1,000,000
Less: fair value of identifiable net assets acquired		(1,600,315	)
	$	2,600,315
Net cash inflow on acquisition of subsidiaries:
Consideration paid in cash	$	-
Less: cash and cash equivalent balances acquired		897,453
	$	897,453

On January 30, 2015, Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” such transaction, the “Equity Transfer Transaction”) with REBL to acquire from REBL 100% of the equity interests of Moxian IP for $6,782,000 (the “Moxian IP Purchase Price”). Moxian IP owns all the intellectual property rights IP Rights relating to the operation, use and marketing of the MO-Promo Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP became a wholly-owned subsidiary of the Company.

Assets acquired and liabilities assumed at the date of acquisition:

Goodwill arising on acquisition:
Consideration transferred	$	6,782,000
Less: fair value of identifiable net assets acquired		-
	$	6,782,000

19

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

10. Convertible Promissory Note

Under the Equity Transfer Agreement described in Note No.1, the Company and REBL agreed to terminate the License and Acquisition Agreement, dated February 19, 2014, whereby the Company was granted the exclusive right by REBL to use the intellectual property rights owned by Moxian IP, REBL’s subsidiary. In addition, we acquired all of the equity interests of Moxian BVI in consideration of $1,000,000 (the “Moxian BVI Purchase Price”). Immediately prior to the execution of the Equity Transfer Agreement, the Moxian BVI Purchase Price was not yet paid and no license maintenance royalty or earned royalty under the License and Acquisition Agreement had accrued.

Under the Equity Transfer Agreement, the Company and REBL agreed to terminate the License and Acquisition Agreement and all of the Company’s liabilities owed to REBL thereunder, other than the Moxian BVI Purchase Price, were released and discharged.

The Company agreed to issue to REBL a convertible promissory note for $7,782,000 (the “Note”), representing the sum of the Moxian IP Purchase Price and the Moxian BVI Purchase Price. The Note will become due and payable on October 30, 2015 and accrues interest at 1% per annum. The Company has the option to convert any and all amounts due under the Note into the Company’s common stock at the conversion price of $1.00 per share (“Conversion Price”), if the volume weighted average price (“VWAP”) of the Company’s common stock for a period of thirty (30) trading days immediately prior to the date of conversion is higher than the Conversion Price. The Company also has a right of first refusal to purchase the shares issuable upon conversion of the Note at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by the Company.

The interest expenses for the six months period ended March 31, 2015 and 2014 were $12,792 and nil, respectively.

11. Commitments and contingencies

Operating Lease

The Company leases a number of properties under operating leases. Rental expenses under operating leases for the six months ended March 31, 2015 and 2014 were $70,815 and $15,512 respectively.

As of March 31, 2015, the Company was obligated under non-cancellable operating leases minimum rentals as follows:

Twelve months ended March 31, 2015,
2016	$	242,590
2017		106,453
2018		54,653
Thereafter		-
Total minimum lease payments	$	403,696

Legal Proceeding

There has been no legal proceeding in which the Company is a party for the six months ended March 31, 2015.

20

MOXIAN CHINA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

12. Subsequent events

On April 24, 2015, the Company entered into a Subscription Agreement (the “Subscription Agreement”) for a private placement of shares of our common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) with an investor (the “Investor”), whereby we agreed to sell an aggregate of 8,169,000 shares of Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000, such proceeds, the “Proceeds”) and issue to the Investor for no additional consideration the Warrants to purchase in the aggregate of 32,000,000 shares (the “Warrant Shares”) of the Company’s Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015.

Pursuant to the Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, it shall be required to issue an additional number of shares of Common Stock to the Investor, equal to 50% of the accumulated number of Warrant Shares exercised by the Investor by September 30, 2016, at no additional consideration. The premise of this right is that the Investor shall exercise no less than 16,000,000 Warrant Shares. Further, the Company shall issue 4,000,000 shares of Common Stock to the Investor at no additional cost if either of the following conditions is satisfied: (i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors so long as the Investor exercises no less than 16,000,000 Warrant Shares.

21

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

The "Company", "we," "us," and "our," refer to the combined business of (i) Moxian China, Inc., a Nevada corporation, (ii) Moxian CN Group Limited, a Samoa company, (iii) Moxian Group Limited, a British Virgin Islands company (“Moxian BVI”), (iv) Moxian (Hong Kong) Limited, a limited liability company incorporated under the laws of Hong Kong (“Moxian HK”), (v) Moxian Technologies (Shenzhen) Co., Ltd. (“Moxian Shenzhen”), a company incorporated under the laws of People’s Republic of China (vi) Moxian Malaysia SDN BHD, a company incorporated under the laws of Malaysia (“Moxian Malaysia”), and (vii) Shenzhen Moyi Technologies Co. Ltd., a contractually controlled affiliate of Moxian Shenzhen formed under the laws of People’s Republic of China (“Moyi”).

Overview

The Company engages in the business of providing a social marketing and promotion platform to merchants who desire to promote their businesses through online social media. Our products and services aim to enhance the interaction between users and merchant clients by allowing merchant clients to study consumer behavior through data compiled from our database of users’ activities. We design our products and services to allow our merchant clients to run advertisement campaigns and promotions to target their customers. Our platform is also designed and built to entice users to return and to encourage new consumer users to subscribe our website.

We launched our marketing platform in Malaysia and China in June 2013 and July 2014, respectively. We have generated limited revenues and we have incurred substantially more losses than our revenues to date.

As of March 31, 2015 and September 30, 2014, our accumulated deficits were $6,979,114 and $5,001,166, respectively. Our stockholders’ deficiency was $6,377,227 and $4,587,023, respectively. We have so far generated $68,166 in revenue for the six months ended March 31, 2015. Our net loss for the six months ended March 31, 2015 was $1,977,948. Our losses have principally been attributed to operating expenses, administrative and other operating expenses.

Recent Development

On April 24, 2015, the Company entered into an Subscription Agreement for a private placement of shares of our Common Stock, and Warrants with an Investor, whereby we agreed to sell an aggregate of 8,169,000 shares of Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) and issue to the Investor for no additional consideration the Warrants to purchase in the aggregate of 32,000,000 Warrant Shares of the Company’s Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015.

Pursuant to the Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, it shall be required to issue an additional number of shares of Common Stock to the Investor, equal to 50% of the accumulated number of Warrant Shares exercised by the Investor by September 30, 2016, at no additional consideration. The premise of this right is that the Investor shall exercise no less than 16,000,000 Warrant Shares. Further, the Company shall issue 4,000,000 shares of Common Stock to the Investor at no additional cost if either of the following conditions is satisfied: (i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors so long as the investor exercises no less than 16,000,000 Warrant Shares.

Results of Operations

For the three months ended March 31, 2015 compared with the three months ended March 31, 2014

Gross Revenues

The Company received sales revenues of $22,661 in the three months ended March 31, 2015 compared to $0 in the three months ended March 31, 2014. The Company launched its marketing platform by offering it to merchants for free and during the last three months of 2014 started collecting monthly fees from merchants. Of the approximately 30,000 merchants on the platform as of March 31, 2015, approximately 721 were paying as of that date.

Operating Expenses

Operating expenses for the three months ended March 31, 2015 and three months ended March 31, 2014 were $939,062 and $351,628, respectively. The expenses consisted of filing fees, professional fees, payroll and benefits and other general expenses.

We expect that our general and administrative expenses will continue to increase as we incur additional costs to support the growth of our business.

Net Loss

Net loss for the three months ended March 31, 2015 and three months ended March 31, 2014, were ($990,687) and ($366,977), respectively. Basic and diluted net income (loss) per share amounted to ($0.00) and ($0.00) respectively for the three months ended March 31, 2015 and three months ended March 31, 2014.

The increase in net loss for the three months ended March 31, 2015 was due to an increase in general and administrative expenses.

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For the six months ended March 31, 2015 compared with the six months ended March 31, 2014

Gross Revenues

The Company received sales revenues of $68,166 in the six months ended March 31, 2015 compared to nil being generated in the six months ended March 31, 2014. The Company launched its marketing platform by offering it to merchants for free and during the last three months of 2014 started collecting monthly fees from merchants. Of the approximately 30,000 merchants on the platform as of March 31, 2015, approximately 721 were paying as of that date.

Operating Expenses

Operating expenses for the six months ended March 31, 2015 and six months ended March 31, 2014 were $1,936,758 and $351,628, respectively. The expenses consisted of filing fees, professional fees, payroll and benefits and other general expenses.

We expect that our general and administrative expenses will continue to increase as we incur additional costs to support the growth of our business.

Net Loss

Net loss for the six months ended March 31, 2015 and six months ended March 31, 2014, were ($1,977,948) and ($366,977), respectively. Basic and diluted net income (loss) per share amounted ($0.01) and ($0.00) respectively for the six months ended March 31, 2015 and six months ended March 31, 2014.

The increase in net loss for the six months ended March 31, 2015 and six months ended March 31, 2014 was due to an increase in general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2015, we had working capital deficit of ($13,738,550) consisting of cash on hand of $693,419 as compared to working capital deficit of ($4,935,692) and cash on hand of $1,770,196 as of September 30, 2014.

Net cash provided by (used in) operating activities for the six months ended March 31, 2015 was ($2,430,153) as compared to net cash used in operating activities of ($276,590) for the six months ended March 31, 2014. The cash used in operating activities are mainly for filing fees, professional fees, payroll and benefits and general expenses.

Net cash provided by (used in) investing activities for the six months ended March 31, 2015 was ($34,288) as compared to $800,530 for the six months ended March 31, 2014.

Net cash provided by financing activities for the six months ended March 31, 2015 was $1,483,480 as compared to $445,552 for the six months ended March 31, 2014.

On April 24, 2015, the Company entered into the Subscription Agreement for a private placement of shares of our Common Stock, and Warrants with an Investor, whereby we agreed to sell an aggregate of 8,169,000 shares of Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) and issue to the Investor for no additional consideration the Warrants to purchase in the aggregate of 32,000,000 Warrant Shares of the Company’s Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015.

We will likely require additional capital to continue to operate our business, and to further expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. Our significant estimates and assumptions include depreciation and the fair value of our stock, stock-based compensation, debt discount and the valuation allowance relating to the Company’s deferred tax assets.

Recently Issued Accounting Pronouncements

Reference is made to the “Recent Accounting Pronouncements” in Note 2 to the Financial Statements included in this Report for information related to new accounting pronouncement, none of which had a material impact on our consolidated financial statements, and the future adoption of recently issued accounting pronouncements, which we do not expect will have a material impact on our consolidated financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2015, we did not have any off-balance sheet arrangements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Control and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this Report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2015.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2015. Additionally, we plan to test our updated controls and remediate our deficiencies in year 2015.

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Changes in internal controls over financial reporting

Except the following, there was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

On February 13, 2015, Mr. Ng Kian Yong resigned as Chief Executive Officer, President, Treasurer, Secretary and director of the Company. Also on the same day, Mr. James Mengdong Tan, the current director, was appointed as interim Chief Executive Officer, President, Treasurer, and Secretary of the Company.

This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable to a smaller reporting company.

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

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.  OTHER INFORMATION.

On April 24, 2015, the Company entered into the Subscription Agreement for a private placement of shares of our Common Stock, and Warrants with an Investor, whereby we agreed to sell an aggregate of 8,169,000 shares of Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) and issue to the Investor for no additional consideration the Warrants to purchase in the aggregate of 32,000,000 Warrant Shares of the Company’s Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015.

Pursuant to the Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, it shall be required to issue an additional number of shares of Common Stock to the Investor, equal to 50% of the accumulated number of Warrant Shares exercised by the Investor by September 30, 2016, at no additional consideration. The premise of this right is that the Investor shall exercise no less than 16,000,000 Warrant Shares. Further, the Company shall issue 4,000,000 shares of Common Stock to the Investor at no additional cost if either of the following conditions is satisfied: (i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors so long as the Investor exercises no less than 16,000,000 Warrant Shares.

ITEM 6.  EXHIBITS.

10.1	Form of Subscription Agreement
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive and financial officer
32.1	Section 1350 Certification of principal executive officer and principal financial and accounting officer
101*	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Moxian China, Inc.
Date: May 15, 2015	BY:	/s/ James Mengdong Tan
		Name: James Mengdong Tan
		Title:   Interim Chief Executive Officer, President, Treasurer, Secretary, Director
		(Principal Executive and Financial Officer)

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EX-10.1

Exhibit 10.1

MOXIAN CHINA, INC.

Investor Package

This Investor Package contains the documents listed below in connection with an offering by Moxian China, Inc., a Nevada corporation (the “Company”), of common stock, par value $.001 per share (“Common Stock”) for gross proceeds of up to $8,169,000 (or RMB 50,000,000) or such other amount as may be determined by the Company’s board of directors.

Subscription Agreement; Schedules & Exhibits

Disclosure Schedules

Exhibit A Common Stock Purchase Warrant

Please deliver your investment amount via wire or check payable to the Company’s account as attached herein as follows:

Bank’s Name:	**********
Bank Address:	**********
Account #:	**********
Account Title:	Moxian Technologies (Shenzhen) Co, Ltd
	魔线科技（深圳）有限公司

A signature page package containing segregated signature pages for each of the following documents: (i) the Subscription Agreement together with the Exhibits and Schedules thereto (collectively, the “Transaction Documents”) has been provided in a separate Adobe PDF file for your convenience. Please deliver such Transaction Documents to Ofsink, LLC, attention Gracie Zhou via fax simultaneously with the delivery of the investment amount to the Company.

All copies of executed documents should be sent to the Company’s counsel, Ofsink, LLC, attention Gracie Zhou via fax at (646) 224-9844 or via e-mail at gzhou@golawintl.com.

Moxian China, Inc.

Moxian China, Inc.

SUBSCRIPTION AGREEMENT

April 24, 2015

Mr. James Mengdong Tan

CEO

Moxian China, Inc.

Room 2313-2315 , Block B, Zhongshen Garden

Caitian South Road, Futian District, Shenzhen

Guangdong Province, China 518101

This Subscription Agreement (this “Agreement”) is dated as of April 24, 2015 by and between Moxian China, Inc., a Nevada corporation, and all predecessors thereof (the “Company”), and the investor identified on the signature pages hereto (the “Investor”).The undersigned investorhereby irrevocably subscribes for and agrees to purchase the number of shares (the “Shares”) of the Company’s common stock, par value $.001 per share (“Common Stock”), set forth on the signature page hereto from Moxian China, Inc., a Nevada corporation (the “Company”) for the purchase price of $1.00 per share in connection with the Company’s offering of $8,169,000 (or approximately RMB 50,000,000) (the “Investment Amount) in Common Stock together with a warrant for no additional consideration (the “Offering”) in the form of Exhibit A hereto (the “Warrant”), granting the Investor the right to purchase up to 32,000,000 shares of Common Stock of the Company (“Warrant Shares,” together with the Shares and Warrant Shares, referred to as the “Securities”). The Warrants will have an initial exercise price equal to $2.00 per share and shall be exercisable on or prior to July 31, 2015 (the “Expiration Date”).

This Subscription Agreement together with the Exhibits and Schedules thereto constitutes the “Offering Documents.”

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

DEFINITIONS

1.1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

“Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory or self-regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Article 2.

“Closing Date” means the Trading Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified or for which it may be exchanged as a class.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Deliverables” has the meaning set forth in Section 2.2(a).

“Disclosure Materials” has the meaning set forth in Section 3.2(d).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means U.S. generally accepted accounting principles.

“Investment Amount” means shall have the definition set forth in the Recitals above.

“Investor Deliverables” has the meaning set forth in Section 2.2(b).

“Lien” means any lien, charge, encumbrance, security interest, pre-emptive right, right of first refusal, right of participation or any other restrictions of any kind.

“Losses” means any loss, liability, obligation, claim, contingency, damage, cost or expense, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation related thereto.

“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Documents, (ii) a material and adverse effect on the results of operations, assets, properties, prospects, business or condition (financial or otherwise) of the Company, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations under any Transaction Documents; provided however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) any change, event, state of facts or development generally affecting the general political, economic or business conditions of the United States; (ii) any change, event, state of facts or development generally affecting the medical device industry; (iii) any change, event, state of facts or development arising from or relating to compliance with the terms of this Agreement; (iv) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions; (v) changes in laws or GAAP after date hereof or interpretation thereof; or (vi) any matter set forth in the Transaction Documents or the Schedules or Exhibits thereto.

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“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.

“Per Share Purchase Price” shall mean $1.00 per share.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities” shall have the meaning as set forth in the recital of this Agreement.

“Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

“Subsidiary” of any Person means any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X promulgated by the Commission under the Exchange Act of such Person.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTCQB Marketplace of OTC Markets Group Inc., the NYSE MKT, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Warrant and any other documents or agreements executed in connection with the transactions contemplated hereunder.

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PURCHASE AND SALE

1.1. Purchase and Sale; Closing. The closing of the purchase and sale of the Securities for the Investment Amount (the “Closing”) shall take place as soon as practicable following the satisfaction of the conditions to the Closing set forth herein (or such later date as is mutually agreed to by the Company and the Investor) (the date of any such Closing is hereinafter referred to as a “Closing Date”). The Closing shall take place at the offices of the Company at Room 2313-2315, Block B, Zhongshen Garden, Caitian South Road, Futian District, Shenzhen, Guangdong Province, China 518101 on the Closing Date or at such other location or time as the parties may agree.

1.2. Closing Deliveries.

(a) The Company shall deliver or cause to be delivered to the Investor the following (the “Company Deliverables”):

(i) this Agreement, duly executed by the Company; and

(ii) the Warrant duly executed by the Company.

(b) At the Closing, Investor shall deliver or cause to be delivered the following to the Company (collectively, the “Investor Deliverables”):

(i) this Agreement, duly executed by the Investor;

(ii) With the first tranche between RMB20,000,000 to RMB30,000,000 on or before 30^th April 2015 and the final remaining balance to be wired on or before 20^th May 2015

WIRING INSTRUCTIONS

Bank’s Name:

Bank Address:

Account #:

Account Title:

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REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules attached hereto (the “Disclosure Schedules”), the Company hereby represents and warrants to the Investor the following:

(a) Organization and Standing. The Company is duly incorporated and validly existing under the laws of the State of Nevada, and has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently being conducted. The Company does not own any equity interest, directly or indirectly, in any other Person or business enterprise. The Company is in good standing in the State of Nevada and is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect upon its assets, properties, financial condition, results of operations or business. Except as provided in Schedule 3.1(a) attached herein, the Company does not own or control any subsidiaries as of the date of this Agreement.

(b) Authorization; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, and any documents and instruments related to or contemplated by each of the Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of each of the Transaction Documents and the performance by the Company of its obligations thereunder, have been duly and validly authorized by the Board of Directors, no other corporate action on the part of the Company or its stockholders being necessary. Each of the Transaction Documents has been or will be duly and validly executed and delivered by the Company, and constitutes, or will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court.

(c) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including United States federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

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(d) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization, approval or order of, give any notice to, or make any filing or registration with, any federal, provincial, state, local or other governmental authority or any other Person in connection with the execution, delivery and performance by the Company to the extent a party thereto of the Transaction Documents, other than (i) filings required by state securities laws, (ii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iii) filings, consents and approvals required by the rules and regulations of the applicable Trading Market and (iv) those that have been made or obtained prior to the date of this Agreement.

(e) Issuance of the Securities. The Securities have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of any and all Liens. Fot the issuance of the Securities, the Company has reserved from its duly authorized capital stock the number shares of Common Stock representing the Securities that are issuable pursuant to this Agreement.

(f) Capitalization. The number of shares of all authorized, issued and outstanding capital stock of the Company are specified in Schedule 3.1(f). No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(f), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities hereunder will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of the Company’s securities to adjust the exercise, conversion, exchange or reset price under such securities.

(g) Litigation. There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

The Investor hereby acknowledges and agrees that the Company does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.1.

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Representations and Warranties of the Investors. The Investor hereby, for itself and for no other Investor, represents and warrants to the Company as follows:

(a) Organization; Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Investor of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate or, if the Investor is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Investor. Each of this Agreement and other Transaction Documents has been duly executed by the Investor, and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(b) Investment Intent. Such Investor is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

(c) Investor Status.

(i) The Investor agrees and acknowledges that it was not, a “U.S. Person” (as defined below) at the time the Investor was offered the Securities and as of the date hereof:

(A) any natural person resident in the United States;

(B) any partnership or corporation organized or incorporated under the laws of the United States;

(C) any estate of which any executor or administrator is a U.S. person;

(D) any trust of which any trustee is a U.S. person;

(E) any agency or branch of a foreign entity located in the United States;

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(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and

(H) any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited Investors (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) who are not natural persons, estates or trusts.

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(ii) The Investor understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required.

(iii) The Investor (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing the Securities for the account or benefit of any U.S. Person, except in accordance with one or more available exemptions from the registration requirements of the Securities Act or in a transaction not subject thereto.

(iv) The Investor will not resell the Securitiess except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

(v) The Investor will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the Securities Act; and as applicable, shall include statements to the effect that the securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

(vi) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Investor or any of their representatives in connection with the offer and sale of the Securities.

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(d) Access to Information. The Investor acknowledges that it has reviewed the disclosure materials provided by the Company and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

(e) The Investor understands that the offering of the Securities has not been registered under the Securities Act, in reliance on an exemption for private offerings provided pursuant to Section 4(2) of the Securities Act and that, as a result, the Securities will be “restricted securities” as that term is defined in Rule 144 under the Securities Act. UNTIL ONE YEAR AFTER THE COMPANY FILES “Form 10” information with the commission and the other provisins of rule 144 are satisfied, RULE 144 WILL BE UNAVAILABLE AND THE SECURITIES MAY NOT BE SOLD OTHER THAN IN A PRIVATE TRANSACTION. Once Rule 144 is available, the Securities must be held for the time period required by Rule 144 (or indefinitely if the Investor is deemed an “affiliate” within the meaning of such rule) unless the Securities is subsequently registered under the Securities Act and qualified under any other applicable securities law or exemptions from such registration and qualification are available. The Investor understands that the Company is under no obligation to register the Securities under the Securities Act or to register or qualify the Securities under any other applicable securities law, or to comply with any other exemption under the Securities Act or any other securities law, and that the Investor has no right to require such registration. The Investor understands that the Company has no present intention to register any of the Securities for re-sale by Investor. The Investor further understands that the Offering of the Securities has not been qualified or registered under any foreign or state securities laws in reliance upon the representations made and information furnished by the Investor herein and any other documents delivered by the Investor in connection with this subscription; that the Offering has not been reviewed by the Commission or by any foreign or state securities authorities; that the Investor’s rights to transfer the Securities will be restricted, which includes restrictions against transfers unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investor suitability standards); and that the Company may in its sole discretion require the Investor to provide at Investor’s own expense an opinion of its counsel to the effect that any proposed transfer is not in violation of the Securities Act or any state securities laws.

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(f) Independent Investment Decision. The Investor has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and such Investor confirms that it has not relied on the advice of any other Investor’s business and/or legal counsel in making such decision. The Investor has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Investor in connection with the transactions contemplated by the Transaction Documents.

(g) Trading Activities. Neither the Investor nor its Affiliates has an open short position in the Company’s Common Stock, and the Investor agrees that it shall not, and it will cause its Affiliates not to, engage in any Short Sales of or hedging transactions with respect to the Company’s Common Stock.

The Company acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

OTHER AGREEMENTS OF THE PARTIES

Securities may only be disposed of in compliance with U.S. state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

(a) Certificates evidencing the Securities will contain the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

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Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors, or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market in a manner that would require stockholder approval of the sale of the Securities to the Investors.

Use of Proceeds. The Company will use the net proceeds from the sale of the Securities hereunder for working capital purposes and such other purposes as set forth on Schedule 4.6 hereto.

1.4. Make Good Provision. If and only if the Investor exercises no less than 16,000,000 of the Warrant and purchases shares of Common Stock pursuant to such exercise prior to the Expiration Date, the Investor shall be entitled to the following rights:

(a) In the event that the Company does not retain additional 25,000 paying merchants (Paying customers as defined being customers paying $100 per month) using its online sales platform (the “Make Good Condition”) by September 30, 2016 (“Measurement Date”), then the Company shall issue and deliver to the Investor, without additional consideration, an additional number of shares of Common Stock, which is calculated as the following: Warrant Shares issued upon exercise of the Warrant as of the Measurement Date, multiplied by 50% (the “Make Good Shares”).

(b) For the purpose of determining the satisfaction of Make Good Condition on the Measurement Date, the Company shall produce and provide to the Investor a list of paying merchants, generated from its online platform no later than 15 days after the Measurement Date (the “Make Good Notice”). If the Company satisfies the Make Good Condition on the Measurement Date, the Company shall so state in the Make Good Notice and it shall have no further obligation to issue Make Good Shares to the Investor. If the Company fails to satisfy the Make Good Condition, the Company shall so state in the Make Good Notice and set forth the number of Make Good Shares to be issued to the Investor. The Company shall issue and deliver to the Investor the Make Good Shares no later than thirty (30) days after the Measurement Date.

1.5. Board Representation. As long as the Investor completes the subscription of US$8,169,000 subscription under this Agreement, the Investor shall have the right to nominate up to one members of the Board of Directors (the “Investor Nominees”). The Investor may notify the Company of the Investor Nominees to be elected or appointed as directors of the Company immediately after the Closing and the Board of Directors of the Company shall take such steps as may be necessary to add the Investor Nominees to the Company’s Board of Directors. As long as the Investor subscribes no less than 16,000,000 warrant on this Agreement, the Investor will have the right to appoint one nominee to the Board of Directors.

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1.6. Accounts Representation. As long as the Investor completes the subscription of US$8,169,000 subscription under this Agreement, the Investor shall have the right to nominate up to one members to the Company accounts department (the “Account Nominees”). The Investor may notify the Company of the Account Nominees to be elected or appointed to the Company immediately after the Closing and the Company shall take such steps as may be necessary to add the Account Nominees to the Company.

1.7. Moxian Version 2.0. The Company hereby covenants and agrees to use its reasonable best efforts to release the Moxian Version 2.0 Beta App by June 30, 2015 and a full working version of Moxian 2.0 App by September 30, 2015. If the Company fails to deliver Moxian Version 2.0 by September 30, 2015, the Company shall issue to the Investor 4,000,000 shares at no cost.

1.8. Uplisting. The Company hereby covenants and agrees to use its reasonable best efforts to list its Common Stock on a national stock exchange in the U.S., including but not limited to, the NYSE MKT, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any successors to any of the foregoing)(‘Exchange’), prior to June 30, 2017. If the Company fails to uplift to an Exchange by June 30, 2017, the Company shall issue to the Investor 4,000,000 shares at no cost.

1.9. Further Assurances. The Company shall use its reasonable best efforts to satisfy all of the closing conditions under Section 5.1, and will not take any action which could frustrate or delay the satisfaction of such conditions. In addition, either prior to or following the Closing, the Company signatory hereto will perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

CONDITIONS PRECEDENT TO CLOSING

Conditions Precedent to the Obligations of the Investors to Purchase Securities. The obligation of the Investor to acquire Securities at the Closing is subject to the satisfaction or waiver by the Investor, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing as though made on and as of such date;

(b) Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing;

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(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;

(d) Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect or a material adverse change with respect to the Company; and

(e) Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).

Conditions Precedent to the Obligations of the Company to Sell Securities. The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Investor contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date;

(b) Performance. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing;

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and

(d) Investors Deliverables. The Investor shall have delivered the Investor Deliverables in accordance with Section 2.2(b).
 

MISCELLANEOUS

Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, or (c) upon actual receipt by the party to whom such notice is required to be given, if sent by any means other than facsimile transmission. The address for such notices and communications shall be as follows:

If to the Company:	Moxian China, Inc.
	Room 2313-2315, Block B, Zhongshen Garden
	Caitian South Road, Futian District, Shenzhen
	Guangdong Province, China 518101
	Attn: Mr. James Mengdong Tan
With a copy to:	Ofsink, LLC
	230 Park Ave, Suite 851
	New York, NY 10169
	Facsimile: 646-224-9844
	Attn.: Darren Ofsink, Esq.
If to an Investor:	To the address set forth under such Investor’s name on the signature pages hereof;

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to the Investor to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Investors who then hold Securities.

Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

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Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investors. The Investor may assign any or all of its rights under this Agreement to any Person to whom such Investor assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Investors.” Notwithstanding anything to the contrary herein, for the avoidance of doubt, each Investor may freely transfer any Securities to any Person (including its Affiliates or any investment fund sponsored or advised by such Investor) without the consent of any of the Company or any other Investor.

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement.

Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Securities.

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

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Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

1.1. Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities. If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

Language and Copies of Agreement. This Agreement shall be executed in English and Chinese in duplicate, and in case of any conflict the English version shall prevail. Each of the original English and Chinese versions of this Agreement shall be executed in 2 duplicate copies. Each party shall hold two originals of each version.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of date first written above.

Moxian China, Inc.
By:
	Name: James Mengdong Tan
	Title: Interim Chief Executive Officer

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IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as the date set forth above.

INVESTOR
By:
	Name:
	Title:
Investment Amount: $___________
If a U.S. Person, Tax ID or SSN No.:__________
If not a U.S. Person, country of incorporation or citizenship:
ADDRESS FOR NOTICE
Attention:
Tel:
Email:
MAILING ADDRESS
(if different from above)
Attention:
Tel:
Email:

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DISCLOSURE SCHEDULES

Schedule 3.1(a)

Subsidiaries

As of the date of this Agreement herein, the Company has the following subsidiaries:

Name	Jurisdiction	Equity Owners and Percentage of Equity Securities Held
Moxian CN Group Limited	Samoa	100% owned by Moxian China, Inc.
Moxian Group Limited	British Virgin Islands	100% owned by the Moxian CN Group Limited
Moxian (Hong Kong) Limited	Hong Kong	100% owned by Moxian Group Limited
Moxian Technologies (Shenzhen) Co., Ltd.	PRC	100% owned by Moxian (Hong Kong) Limited
Moxian Malaysia SDN BHD	Malaysia	100% owned by Moxian (Hong Kong) Limited

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Schedule 3.1(f)

Capitalization

As of the date of this Agreement, the Company is authorized to issue a total of 500,000,000 shares of Common Stock, with 198,300,000 shares issued and outstanding and the Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.001 per share with no share issued or outstanding.

There are no warrants or options or any obligation to issue the Company’s securities issued and outstanding as of the date of this Agreement.

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Schedule 4.6

Use of Proceeds

We intend to use the estimated net proceeds of the Offering for working capital.

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EXHIBIT A

For U.S. Investors

these securities have not been registered with the united states securities and exchange commission or the securities commission of any state pursuant to an exemption from registration under regulation d promulgated under the securities act of 1933, as amended (the “act”). this warrant shall not constitute an offer to sell nor a solicitation of an offer to buy the securities in any jurisdiction in which such offer or solicitation would be unlawful. the securities are “restricted” and may not be resold or transferred except as permitted under the act pursuant to registration or exemption therefrom.

For Non-U.S. Investors:

THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

COMMON STOCK PURCHASE WARRANT

To Purchase Shares of $0.001 Par Value Common Stock (“Common Stock”) of No. [W-__]

MOXIAN CHINA, INC.

THIS CERTIFIES that, for value received, INVESTOR (the “Purchaser” or “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 8:00 p.m. New York City Time on July 31, 2015 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Moxian China, Inc., a Nevada corporation (the “Company”) up to 32,000,000 shares of the Company’s common stock (“Warrant Shares”) at an initial exercise price of $2.00 per share (as adjusted from time to time pursuant to the terms hereof, the “Exercise Price”).

The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued in connection with the Subscription Agreement dated _________ (the “Subscription Agreement”), entered into between the Company and accredited investors in connection with the Company’s offering by the Company of its Common Stock (the “Common Stock,” and such offering, the “Offering”).

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Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Subscription Agreement.

1. Title of Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with (a) the Assignment Form annexed hereto properly endorsed, and (b) any other documentation reasonably necessary to satisfy the Company that such transfer is in compliance with all applicable securities laws. The term “Holder” shall refer to the Purchaser or any subsequent transferee of this Warrant.

2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant and payment of the Exercise Price as set forth herein, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue or otherwise specified herein).

3. Exercise of Warrant.

a. The Holder may exercise this Warrant, in whole or in part, at any time and from time to time by delivering (which may be by facsimile) to the offices of the Company or any transfer agent for the Common Stock this Warrant, together with a Notice of Exercise in the form annexed hereto specifying the number of Warrant Shares with respect to which this Warrant is being exercised, together with payment in cash to the Company of the Exercise Price therefore.

b. In the event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at its expense, shall within five (5) Trading Days (as defined below) issue and deliver to the Holder a new Warrant of like tenor in the name of the Holder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. Notwithstanding anything to the contrary set forth herein, upon exercise of any portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless such Holder is purchasing the full amount of Warrant Shares represented by this Warrant. The Holder and the Company shall maintain records showing the number of Warrant Shares so purchased hereunder and the dates of such purchases or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The Holder and any assignee, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this Section, following exercise of any portion of this Warrant, the number of Warrant Shares which may be purchased upon exercise of this Warrant may be less than the number of Warrant Shares set forth on the face hereof. Certificates for shares of Common Stock purchased hereunder shall be delivered to the Holder hereof within ten (10) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise at any time if the Company fails to timely deliver the relevant certificates to the Holder as provided in this Agreement. A Notice of Exercise shall be deemed sent on the date of delivery if delivered before 8:00 p.m. New York Time on such date, or the day following such date if delivered after 8:00 p.m. New York Time; provided that the Company is only obligated to deliver Warrant Shares against delivery of the Exercise Price from the holder hereof and, if the Holder is purchasing the full amount of Warrant Shares represented by this Warrant, surrender of this Warrant (or appropriate affidavit and/or indemnity in lieu thereof).

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The Company’s obligations to issue and deliver Warrant Shares upon an exercise in accordance with Section 3 above are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of issuance of a fractional share upon any exercise hereunder, the Company will either round up to nearest whole number of shares or pay the cash value of that fractional share, which cash value shall be calculated on the basis of the average closing price of the Common Stock during the five (5) Trading Days immediately preceding the date of exercise.

5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof; and provided further, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrant certificates or any certificates for the Warrant Shares other than the issuance of a Warrant Certificate to the Holder in connection with the Holder’s surrender of a Warrant Certificate upon the exercise of all or less than all of the Warrants evidenced thereby.

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6. Closing of Books. The Company will at no time close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant.

7. No Rights as Shareholder until Exercise. Subject to Section 13 of this Warrant and the provisions of any other written agreement between the Company and the Purchaser, the Purchaser shall not be entitled to vote or receive dividends or be deemed the holder of Warrant Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein. However, at the time of the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder shall be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been exercised.

8. Assignment and Transfer of Warrant. This Warrant may not be assigned or transfer without the written consent with the Company.

9. Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The Company represents, warrants and covenants that (a) upon receipt by the Company of evidence and/or indemnity reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate representing the Warrant Shares, and in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and (b) upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate, without any charge therefor. This Warrant is exchangeable at any time for an equal aggregate number of Warrants of different denominations, as requested by the holder surrendering the same, or in such denominations as may be requested by the Holder following determination of the Exercise Price. No service charge will be made for such registration or transfer, exchange or reissuance.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

11. Effect of Certain Events. If at any time while this Warrant or any portion thereof is outstanding and unexpired there shall be a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a “Sale or Merger Transaction”), the Holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 12.

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12. Adjustments of Exercise Price and Number of Warrant Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as set forth in this Section 12.

a. Subdivisions, Combinations, Stock Dividends and other Issuances. If the Company shall, at any time while this Warrant is outstanding, (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger number of shares, or (iii) combine outstanding Common Stock into a smaller number of shares, then the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 12(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price, or decreased proportionately to any increase in Exercise Price, pursuant to this paragraph 12(a), so that after such adjustments the aggregate Exercise Price payable hereunder for the applicable number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments.

b. Other Distributions. If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the dividend or distribution, and (B) the denominator of which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution minus the amount allocable to one share of Common Stock of the value (as jointly determined in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed. For purposes of this Warrant, “Fair Market Value” shall equal the average closing trading price of the Common Stock on the Principal Market for the five (5) Trading Days preceding the date of determination or, if the Common Stock is not listed or admitted to trading on any Principal Market, and the average price cannot be determined as contemplated above, the Fair Market Value of the Common Stock shall be as reasonably determined in good faith by the Company’s Board of Directors and the Holder. If the Fair Market Value of the Common Stock cannot be determined by the Company’s Board of Directors and the Holder after five (5) business days, such determination shall be made by a third party appraisal firm mutually agreeable by the Board of Directors and the Holder, at the expense of the Company (the “Independent Appraiser”). The fair market value as determined by the Independent Appraiser shall be final. The Exercise Price shall be reduced to equal: (i) the Exercise Price in effect immediately before the occurrence of any event (ii) multiplied by a fraction, (A) the numerator of which is the number of Warrant Shares for which this Warrant is exercisable immediately before the adjustment, and (B) the denominator of which is the number of Warrant Shares for which this Warrant is exercisable immediately after the adjustment.

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c. Merger, etc. If at any time after the date hereof there shall be a merger or consolidation of the Company with or into or a transfer of all or substantially all of the assets of the Company to another entity, then the Holder shall be entitled to receive upon or after such transfer, merger or consolidation becoming effective, and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable record date thereof, as the case may be. The Company will not merge or consolidate with or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly assume in writing the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.

d. Reclassification, etc. If at any time after the date hereof there shall be a reorganization or reclassification of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, then the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares or other securities or property resulting from such reorganization or reclassification, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant at such time been exercised.

13. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, the Company, at its expense, shall promptly mail to the Holder of this Warrant a notice setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares after such adjustment and setting forth the computation of such adjustment and a brief statement of the facts requiring such adjustment.

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14. Authorized Shares. The Company covenants that during the period the Warrant is outstanding and exercisable, it will reserve and keep available from its authorized and unissued Common Stock a sufficient number of shares to provide solely for the issuance of the Warrant Shares upon the exercise of any and all purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law, regulation, or rule of any applicable market or exchange.

15. Compliance with Securities Laws. The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

16. Purpose of Warrant Shares. Without limiting the Purchaser’s right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser’s own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

17. Miscellaneous.

a. Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant will be construed and enforced in accordance with and governed by the laws of the State of New York, except for matters arising under the Act, without reference to principles of conflicts of law. Each of the parties consents to the exclusive jurisdiction of the Federal and State Courts sitting in the County of New York in the State of New York in connection with any dispute arising under this Warrant and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forumnonconveniens or venue, to the bringing of any such proceeding in such jurisdiction.

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b.	Modification and Waiver. This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. Any amendment effected in accordance with this paragraph shall be binding upon the Purchaser, each future holder of this Warrant and the Company. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.
c.	Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing by facsimile, mail or personal delivery and shall be effective upon actual receipt of such notice. The addresses for such communications shall be to the addresses as shown on the books of the Company or to the Company at the address set forth for Moxian China, Inc. in the Offering Documents. A party may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance with the provisions of this Section 19(c).
d.	Severability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Warrant in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Warrant shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

e. Specific Enforcement. The Company and the Holder acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which either of them may be entitled by law or equity.

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f. Counterparts/Execution. This Warrant may be executed by facsimile and in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. Execution and delivery of this Warrant by facsimile transmission (including delivery of documents in Adobe PDF format) shall constitute execution and delivery of this Warrant for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated: May 15, 2015

MOXIAN CHINA, INC.
By:
Name:	James Mengdong Tan
Title:	Interim Chief Executive Officer

31

NOTICE OF EXERCISE

To:  MOXIAN CHINA, INC.

(1) The undersigned hereby elects to exercise the attached Warrant for and to purchase thereunder, ________________ shares of Common Stock, and herewith makes payment therefor of $______________.

(2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

(3) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersignedas is specified below:

	INVESTOR
	(Name)
(Date)	(Signature)
	(Address)
Dated:
Signature

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, James Mengdong Tan, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Moxian China, Inc. (the “Company”) for the quarter ended March 31, 2015;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 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 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: May 15, 2015

/s/ James Mengdong Tan

By: James Mengdong Tan

Interim ChiefExecutiveOfficer,President,
Treasurer, Secretary,Director

(Principle Executive and Financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Moxian China, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)       The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 15, 2015

/s/ James Mengdong Tan

By: James Mengdong Tan

Interim ChiefExecutiveOfficer,President,
Treasurer, Secretary,Director

(Principle Executive officer and
Principal Financial and Accounting Officer)

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

XML

Income Taxes (Details)	6 Months Ended
	Mar. 31, 2015
Income taxes (Textual)
Hong Kong profits tax rate	16.50%

XML

Commitments and Contingencies (Details Textual) (USD $)	6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Commitments and contingencies (Textual)
Rental expenses	$ 70,815	$ 15,512

XML

Loans from Shareholders (Details Textual)	6 Months Ended	0 Months Ended	3 Months Ended		3 Months Ended			3 Months Ended	0 Months Ended								0 Months Ended					0 Months Ended
	Mar. 31, 2015	Feb. 10, 2015 MCL Shenzhen Loans [Member]	Dec. 31, 2014 MCL Shenzhen Loans [Member]	Sep. 28, 2014 MCL Shenzhen Loans [Member] USD ($)	Dec. 31, 2014 Ace Keen [Member]	Feb. 10, 2015 Ace Keen [Member] USD ($)	Feb. 10, 2015 Ace Keen [Member] HKD	Dec. 31, 2014 Bayi [Member]	Oct. 31, 2014 Moxian China Limited [Member] MCL Shenzhen Loans [Member] USD ($)	Oct. 31, 2014 Moxian China Limited [Member] MCL Shenzhen Loans [Member] CNY	Feb. 28, 2015 Moxian China Limited [Member] MCL Shenzhen Loans [Member] USD ($)	Feb. 28, 2015 Moxian China Limited [Member] MCL Shenzhen Loans [Member] MYR	Jan. 31, 2015 Moxian China Limited [Member] MCL Shenzhen Loans [Member] USD ($)	Jan. 31, 2015 Moxian China Limited [Member] MCL Shenzhen Loans [Member] MYR	Nov. 30, 2014 Moxian China Limited [Member] MCL Shenzhen Loans [Member] USD ($)	Nov. 30, 2014 Moxian China Limited [Member] MCL Shenzhen Loans [Member] CNY	Oct. 31, 2014 Moxian China Limited [Member] MCL Malaysia Loans [Member] USD ($)	Oct. 31, 2014 Moxian China Limited [Member] MCL Malaysia Loans [Member] MYR	Nov. 30, 2014 Moxian China Limited [Member] MCL Malaysia Loans [Member] USD ($)	Nov. 30, 2014 Moxian China Limited [Member] MCL Malaysia Loans [Member] MYR	Sep. 28, 2014 Moxian China Limited [Member] MCL Malaysia Loans [Member] USD ($)	Nov. 30, 2014 Moxian China Limited [Member] MCL HK Loan [Member] USD ($)	Nov. 30, 2014 Moxian China Limited [Member] MCL HK Loan [Member] HKD	Sep. 28, 2014 Moxian China Limited [Member] MCL HK Loan [Member] USD ($)
Loans from shareholders (Textual)
Loan borrowed				$ 2,961,460		$ 1,548,157	1,200,000		$ 102,942	630,000	$ 29,369	122,370	$ 404,646	1,445,165	$ 14,486	90,000	$ 34,032	118,800	$ 6,605	23,100	$ 2,020,221	$ 64,437	500,000	$ 908,048
Loan due and payable period	The loans are made to Moxian HK, Moxian Shenzhen, Moyi, and Moxian Malaysia are unsecured, interest free and will be due and payable in 12 months.
Interest rate term									The term of such loan is twelve months and it bears no interest.	The term of such loan is twelve months and it bears no interest.							The term of such loan is twelve months and it bears no interest.	The term of such loan is twelve months and it bears no interest.				The term of such loan is twelve months and it bears no interest.	The term of such loan is twelve months and it bears no interest.
Rights under loan agreement		On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest.	On December 31, 2014, MCL transferred its rights under the loan agreement and the Moxian Shenzhen Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605).		On December 31, 2014, Ace Keen transferred its rights under the loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026).			On December 31, 2014, Jet Key transferred its rights under a loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Shenzhen Bayi Consulting Co Ltd ("Bayi"), an independent third party.

XML

Acquisition (Tables)

6 Months Ended

Mar. 31, 2015

Acquisition [Abstract]

Summary of changes in the Company's goodwill

	2015
Balance –beginning of period:
Goodwill	$	2,600,315
Accumulated impairment charges		(2,600,315	)
		-
Activity during the period:
Additions		6,782,000
Impairment charges		-
		6,782,000
Balance –end of year:
Goodwill		9,782,315
Accumulated impairment charges		(2,600,315	)
	$	6,782,000

Assets acquired and liabilities assumed at the date of acquisition

Current assets
Cash and bank balances	$	897,453
Prepayments, deposits and other receivables		264,729
Inventory		1,129
Non-current assets
Property and equipment, net		176,116
Current liabilities
Other payables and accruals		(51,172	)
Loans		(2,888,570	)
	$	(1,600,315	)
Goodwill arising on acquisition:
Consideration transferred	$	1,000,000
Less: fair value of identifiable net assets acquired		(1,600,315	)
	$	2,600,315
Net cash inflow on acquisition of subsidiaries:
Consideration paid in cash	$	-
Less: cash and cash equivalent balances acquired		897,453
	$	897,453

Assets acquired and liabilities assumed at the date of acquisition, non-current assets

Goodwill arising on acquisition:
Consideration transferred	$	6,782,000
Less: fair value of identifiable net assets acquired		-
	$	6,782,000

XML

Acquisition (Details 2) (USD $)	Mar. 31, 2015
Goodwill arising on acquisition:
Consideration transferred	$ 6,782,000
Less: fair value of identifiable net assets acquired	(1,600,315)
Net cash inflow on acquisition of subsidiaries, Net	$ 6,782,000

XML

Earnings Per Share (Details) (USD $)	6 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Summary of computation of basic and diluted net income per common share
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share	$ (1,965,156)		$ (366,977)
Weighted-average shares of common stock outstanding in computing net loss per common stock
Basic	198,300,000	[1]	198,300,000	[1]
Dilutive shares	5,188,000	[1]		[1]
Diluted	203,488,000	[1]	198,300,000	[1]
Basic earnings per share	$ (0.01)		$ 0.00
Diluted earnings per share	$ (0.01)		$ 0.00

[1] The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Subsequent Events (Details)					0 Months Ended
	Mar. 31, 2015 USD ($)	Sep. 30, 2014 USD ($)	Dec. 13, 2013 USD ($)	Nov. 14, 2013 USD ($)	Apr. 24, 2015 Subsequent Event [Member] USD ($)	Apr. 24, 2015 Subsequent Event [Member] CNY
Subsequent Event [Line Items]
Proceeds from issuance of warrants					$ 8,190,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common stock converted into warrants					8,169,000	8,169,000
Warrants exercise price					$ 2
Warrants exercisable maturity date					Jul. 31, 2015	Jul. 31, 2015
Additional warrants issued					32,000,000	32,000,000
Subsequent event, description					(i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor shall also have the right to nominate (i) one member of the Company's accounting department; and (ii) one member of the board of directors so long as the Company exercises no less than 16,000,000 Warrant Shares.	(i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor shall also have the right to nominate (i) one member of the Company's accounting department; and (ii) one member of the board of directors so long as the Company exercises no less than 16,000,000 Warrant Shares.
Issue of shares of common stock					4,000,000	4,000,000
New paying merchants					$ 25,000

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Property and Equipment, Net

6 Months Ended

Mar. 31, 2015

Property and Equipment, Net [Abstract]

Property and equipment, net

3. Property and equipment, net

	As of
	March 31, 2015		September 30, 2014
Computers	$	547,518	$	213,600
Office equipment		34,288		68,623
Furniture and fixtures		3,055		32,011
Leasehold improvements		208,284		156,101
Total property and equipment		793,145		470,335
Less:  Accumulated depreciation and amortization		(209,822)		(121,666	)
Total property and equipment, net	$	583,323	$	348,669

The depreciation expenses for the six months ended March 31, 2015 and 2014 were $87,194 and $15,357, respectively.

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Acquisition (Details Textual) (USD $)

1 Months Ended

6 Months Ended

54 Months Ended

Feb. 21, 2014

Mar. 31, 2015

Mar. 31, 2015

Related Party Transaction [Line Items]

Consideration transferred

$ (1,000,000)

$ (1,000,000)

License and acquisition agreement, description

In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty.

Business Acquisitions License Period

5 years

Impairment charges

2,600,315

Intellectual property rights

$ 6,782,000

$ 6,782,000

Equity interests percentage

100.00%

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Summary of Principal Accounting Policies (Details Textual) (USD $)	6 Months Ended	54 Months Ended
	Mar. 31, 2015	Mar. 31, 2015
Summary of principal accounting policies (Textual)
Website estimated useful life	3 years
Impairment of goodwill		$ 2,600,315

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Summary of Principal Accounting Policies (Details)	6 Months Ended
	Mar. 31, 2015
Computers [Member]
Summary of estimated useful lives of plant and equipment
Plant and equipment useful life	3 years
Office equipment [Member]
Summary of estimated useful lives of plant and equipment
Plant and equipment useful life	3 years
Furniture and fixtures [Member]
Summary of estimated useful lives of plant and equipment
Plant and equipment useful life	3 years
Leasehold improvements [Member]
Summary of estimated useful lives of plant and equipment
Estimated useful life	Shorter of estimated useful life or term of lease

XML

Convertible Promissory Note (Details) (USD $)

1 Months Ended

6 Months Ended

Feb. 19, 2014

Mar. 31, 2015

Mar. 31, 2014

Related Party Transaction [Line Items]

Convertible promissory note, maturity date

Oct. 30, 2015

Conversion terms

The Company has the option to convert any and all amounts due under the Note into the Company’s common stock at the conversion price of $1.00 per share (“Conversion Price”), if the volume weighted average price (“VWAP”) of the Company’s common stock for a period of thirty (30) trading days immediately prior to the date of conversion is higher than the Conversion Price. The Company also has a right of first refusal to purchase the shares issuable upon conversion of the Note at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by the Company.

Interest expense

$ 12,792

Convertible promissory note, rate of interest

1.00%

Moxian Bvi [Member]

Related Party Transaction [Line Items]

Convertible promissory note

7,782,000

Moxian IP [Member]

Related Party Transaction [Line Items]

Convertible promissory note

7,782,000

XML

Property and Equipment, Net (Details) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Summary of Property and equipment
Total property and equipment	$ 793,145	$ 470,335
Less: Accumulated depreciation and amortization	(209,822)	(121,666)
Total property and equipment, net	583,323	348,669
Computers [Member]
Summary of Property and equipment
Total property and equipment	547,518	213,600
Office equipment [Member]
Summary of Property and equipment
Total property and equipment	34,288	68,623
Furniture and fixtures [Member]
Summary of Property and equipment
Total property and equipment	3,055	32,011
Leasehold Improvements [Member]
Summary of Property and equipment
Total property and equipment	$ 208,284	$ 156,101

XML

Property and Equipment, Net (Details Textual) (USD $)	6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Property and equipment, net (Textual)
Depreciation expenses	$ 87,194	$ 15,357

XML

Summary of Principal Accounting Policies

6 Months Ended

Mar. 31, 2015

Summary of Principal Accounting Policies [Abstract]

Summary of principal accounting policies

2. Summary of principal accounting policies

Basis of presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE. All material intercompany transactions and balances have been eliminated in the consolidation.

In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be unaudited consolidated in a company’s unaudited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are unaudited consolidated into the financial statements of the Company.

Revenue recognition

Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured.

Use of estimates

The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes

The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, "Accounting for 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 unaudited consolidated 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 period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”)) clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the unaudited consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. The adoption of ASC 740 did not have a significant effect on the unaudited consolidated financial statements.

Cash and cash equivalents

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

Fair value of financial instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

Earnings per share

Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.  The average market price during the year is used to compute equivalent shares.

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.

Website development costs

The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales.

Plant and Equipment

Plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Computers	3 years
Office equipment	3 years
Furniture and fixtures	3 years
Leasehold improvements	Shorter of estimated useful life or term of lease

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

The Company performed an annual impairment test as of the end of each fiscal year, and determined that there should be no impairment loss recorded for the six months ended March 31, 2015 and 2014 respectively.

Comprehensive income

The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.

Recently issued accounting pronouncements

The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections:

1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification.

2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification.

3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions.

4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms.

The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities.

Recently issued accounting pronouncements (Continued)

The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.

Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment.

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations.

The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force.

The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved.

The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.

Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost.

The FASB has issued Accounting Standards Update (ASU) No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. The amendments in this ASU will apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities guidance when: (1) the reporting entity measures all of the financial assets and the financial liabilities of that unaudited consolidated collateralized financing entity at fair value in the unaudited consolidated financial statements based on other Codification Topics; and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

The fair value of the financial assets of a collateralized financing entity, as determined under GAAP, may differ from the fair value of its financial liabilities even when the financial liabilities have recourse only to the financial assets. Before this ASU, there was no specific guidance in GAAP on how a reporting entity should account for that difference.

The amendments in this ASU provide an alternative to Topic 820 Fair Value Measurement for measuring the financial assets and the financial liabilities of a unaudited consolidated collateralized financing entity to eliminate that difference. When the measurement alternative is not elected for a unaudited consolidated collateralized financing entity within the scope of this ASU, the amendments clarify that: (1) the fair value of the financial assets and the fair value of the financial liabilities of the unaudited consolidated collateralized financing entity should be measured using the requirements of Topic 820; and (2) any differences in the fair value of the financial assets and the fair value of the financial liabilities of that unaudited consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the unaudited consolidated statement of income (loss).

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures.

Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities.

Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures.

This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes.

The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued.

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Loans from Shareholders (Details) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Summary of Loans from shareholders
Loans from shareholders	$ 4,738,198	$ 4,018,861
Within 1 month [Member]
Summary of Loans from shareholders
Loans from shareholders
1 to 3 months [Member]
Summary of Loans from shareholders
Loans from shareholders
More than 3 months but less than 12 months [Member]
Summary of Loans from shareholders
Loans from shareholders	$ 4,738,198	$ 4,018,861

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Acquisition (Details) (USD $)	6 Months Ended	54 Months Ended
	Mar. 31, 2015	Mar. 31, 2015
Acquisition [Abstract]
Balance - beginning of period:	$ 2,600,315
Accumulated impairment charges	(2,600,315)
Goodwill, Total
Activity during the period:
Additions	6,782,000
Impairment charges		2,600,315
Activity during the period net	6,782,000
Balance - end of year:	9,782,315	9,782,315
Goodwill, Total	6,782,000	6,782,000
Accumulated impairment charges	$ 6,782,000	$ 6,782,000

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Unaudited Consolidated Balance Sheets (USD $)	Mar. 31, 2015		Sep. 30, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 693,419		$ 1,770,196
Prepayments, deposits and other receivables	1,354,346		741,645
Inventory	45,097
Total current assets	2,092,862		2,511,841
Property and equipment, net (Note 3)	583,323		348,669
Goodwill (Note 9)	6,782,000
TOTAL ASSETS	9,458,185		2,860,510
CURRENT LIABILITIES
Accruals and other payables	414,000		295,601
Payable for acquisition (Note 9)	7,782,000		1,000,000
Loans from shareholders (Note 4)	4,738,198		4,018,861
Loans from a third party (Note 5)	2,897,214		2,133,071
Total current liabilities	15,831,412		7,447,533
Total liabilities	15,831,412		7,447,533
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, authorized: 100,000,000 shares. Nil shares issued and outstanding as of March 31, 2015 and September 30, 2014
Common stock*, $0.001 par value, authorized: 500,000,000 shares. 198,300,000 shares issued and outstanding as of March 31, 2015 and September 30, 2014	198,300	[1]	198,300	[1]
Additional paid-in capital	162,914		162,914
Deficit accumulated during the development stage	(6,979,114)		(5,001,166)
Accumulated other comprehensive income	244,673		52,929
Total stockholders' deficit	(6,377,227)		(4,587,023)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 9,458,185		$ 2,860,510

[1] The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Commitments and Contingencies (Details) (USD $)	Mar. 31, 2015
Commitments and Contingencies [Abstract]
2016	$ 242,590
2017	106,453
2018	54,653
Thereafter
Total minimum lease payments	$ 403,696

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		54 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015
OPERATING ACTIVITIES
Net loss	$ (1,977,948)	$ (366,977)	$ (6,979,114)
Depreciation and amortization expense	87,194	15,357	165,765
Impairment of goodwill			2,600,315
Changes in operating assets and liabilities:
Increase in deposits, prepayments and other receivables	(612,701)	(6,642)	(1,055,920)
Increase in inventories	(45,097)	(1,007)	(43,967)
Increase in accruals and other payables	118,399	82,679	368,210
Net cash used in operating activities	(2,430,153)	(276,590)	(4,944,711)
INVESTING ACTIVITIES
Purchases of property, plant and equipment	(34,288)	(96,923)	(78,217)
Net cash inflow on acquisition of subsidiaries (Note 9)	0	(897,453)	(897,453)
Net cash (used in) provided by investing activities	(34,288)	800,530	819,236
FINANCING ACTIVITIES
Loan borrowings	719,337	445,552	4,105,269
Loan from a third party	764,143		641,573
Capital stock issued for cash			49,365
Net cash provided by financing activities	1,483,480	445,552	4,796,207
Effect of foreign currency translation	(95,816)	8,955	22,687
Net (decrease) increase in cash and cash equivalents	(980,961)	969,492	670,732
Cash and cash equivalents, beginning of year	1,770,196	28
Cash and cash equivalents, end of year	693,419	978,475	693,419
Supplemental cash flow disclosures:
Cash paid for interest expense
Cash paid for income taxes
Major items for non-cash transaction
Acquisition by issuing convertible note	$ 6,782,000		$ 6,782,000

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Loans From Third Parties (Details Textual)	0 Months Ended	3 Months Ended
	Feb. 10, 2015	Dec. 31, 2014
Ace Keen [Member]
Loans From Third Parties Textual [Abstract]
Rights Under Loan Agreements		On December 31, 2014, Ace Keen transferred its rights under the loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026).
Bayi [Member]
Loans From Third Parties Textual [Abstract]
Rights Under Loan Agreements		On December 31, 2014, Jet Key transferred its rights under a loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Shenzhen Bayi Consulting Co Ltd ("Bayi"), an independent third party.
MCL Shenzhen Loans [Member]
Loans From Third Parties Textual [Abstract]
Rights Under Loan Agreements	On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest.	On December 31, 2014, MCL transferred its rights under the loan agreement and the Moxian Shenzhen Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605).

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Loans from Shareholders (Tables)

6 Months Ended

Mar. 31, 2015

Loans from Shareholders [Abstract]

Schedule of loans repayable

	As of
Repayable	March 31, 2015		September 30, 2014
Within 1 month	$	-	$	-
1 to 3 months		-		-
More than 3 months but less than 12 months		4,738,198		4,018,861
	$	4,738,198	$	4,018,861

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Shareholders' Equity (Details) (USD $)

0 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

0 Months Ended

Dec. 13, 2013

Dec. 31, 2013

Dec. 31, 2010

Mar. 31, 2014

Dec. 31, 2011

Nov. 14, 2013

Mar. 31, 2015

Sep. 30, 2014

Shareholders Equity (Textual)

Authorized capital shares

6,000,000,000

Common stock, par value

$ 0.001

$ 0.001

$ 0.001

$ 0.001

Common stock, shares authorized

500,000,000

500,000,000

500,000,000

Common stock, shares issued

198,300,000

198,300,000

Additional paid in capital by founder

$ 2,950

$ 169

$ 2,950

$ 2,146

Aggregate amount of common stock share issued

198,300

^[1]

198,300

^[1]

Common stock, forward stock split

Implement a 60-for-1 forward stock split of its issued and outstanding (“Forward Split”).

Common stock, shares outstanding

198,300,000

198,300,000

Preferred stock, shares authorized

100,000,000

100,000,000

100,000,000

Preferred stock, par value

$ 0.001

$ 0.001

$ 0.001

Securities Purchase Agreement [Member]

Shareholders Equity (Textual)

Authorized capital shares

2,146

Common stock, par value

$ 0.001

Common stock, shares authorized

425,000,000

Common stock, shares issued

186,000,000

Aggregate amount of common stock share issued

$ 264,500

Percentage of outstanding common stock

93.80%

[1] The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Earnings Per Share (Tables)

6 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Summary of computation of basic and diluted net income per common share

	For the six months ended March 31,
	2015			2014
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share	$	(1,965,156	)	$	(366,977	)
Weighted-average shares of common stock outstanding in computing net loss per common stock*
Basic		198,300,000			198,300,000
Dilutive shares – convertible promissory note		5,188,000			-
Diluted		203,488,000			198,300,000
Basic earnings per share	$	(0.01	)		(0.00	)
Diluted earnings per share	$	(0.01	)		(0.00	)

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Organization and Nature of Operations

6 Months Ended

Mar. 31, 2015

Organization and Nature of Operations [Abstract]

Organization and nature of operations

1. Organization and nature of operations

Moxian China, Inc. (“Moxian,” together with its subsidiaries, “the Company”), was incorporated under the laws of the State of Nevada on October 12, 2010. The Company, through its subsidiaries and variable interest entity, engages in the business of operating a social network platform that integrates social media and business into one single platform.

On February 17, 2014, the Company incorporated Moxian CN Group Limited (“Moxian CN Samoa”) under the laws of Independent State of Samoa.

On February 21, 2014, the Company completed the acquisition of Moxian Group Limited (“Moxian BVI”) and its subsidiaries from Rebel Group, Inc., a Florida Corporation (“REBL”) pursuant to a License and Acquisition Agreement (the “License and Acquisition Agreement”).

Moxian BVI was incorporated on July 3, 2012 under the laws of British Virgin Islands.

Moxian (Hong Kong) Limited (“Moxian HK”) was incorporated on January 18, 2013 and became Moxian BVI’s subsidiary since February 14, 2013. Moxian HK is currently engaged in the business of online social media. Moxian HK operates through two wholly-owned subsidiaries: Moxian Technologies (Shenzhen) Co., Ltd. (“Moxian Shenzhen”) and Moxian Malaysia SDN BHD (“Moxian Malaysia”).

Moxian Shenzhen was wholly owned by Moxian HK. Moxian Shenzhen was incorporated on April 8, 2013 under the laws of People’s Republic of China and was engaged in the business of internet technology, computer software, commercial information consulting, etc.

Moxian Malaysia was incorporated on March 1, 2013 under the laws of Malaysia and became Moxian HK’s subsidiary since April 2, 2013. Moxian Malaysia is conducting its business in IT services and media advertising industry.

Shenzhen Moyi Technologies Co., Ltd (“Moyi”) was incorporated on July 19, 2013 under the laws of People’s Republic of China and became a variable interest entity (“VIE”) of Moxian Shenzhen since July 15, 2014 through a series of contracts. Moxian Shenzhen controls Moyi through arrangement that absorbs operations risk, as if Moyi were a wholly-owned subsidiary of Moxian Shenzhen.

On January 30, 2015, the Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” such transaction, the “Equity Transfer Transaction”) with REBL, to acquire from REBL 100% of the equity interests of Moxian Intellectual Property Limited, a company incorporated under the laws of Samoa and a wholly-owned subsidiary of REBL (“Moxian IP”) for $6,782,000 (the “Moxian IP Purchase Price”). Moxian IP owns all the intellectual property rights relating to the operation, use and marketing of the MO-Promo Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP became a wholly-owned subsidiary of the Company.

The Company is in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s unaudited consolidated financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The fiscal year end is September 30.

The Company's unaudited consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Since October 12, 2010 (inception), the Company has generated revenue of $124,288 and has incurred an accumulated deficit of $6,979,114.

The Company is currently devoting its efforts to developing social networking website and through which to generate servicing income.  The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate servicing income, and ultimately, achieve profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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Unaudited Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares Issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	198,300,000	198,300,000
Common stock, shares outstanding	198,300,000	198,300,000

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Commitments and Contingencies

6 Months Ended

Mar. 31, 2015

Commitments and Contingencies [Abstract]

Commitments and contingencies

11. Commitments and contingencies

Operating Lease

The Company leases a number of properties under operating leases. Rental expenses under operating leases for the six months ended March 31, 2015 and 2014 were $70,815 and $15,512 respectively.

As of March 31, 2015, the Company was obligated under non-cancellable operating leases minimum rentals as follows:

Twelve months ended March 31, 2015,
2016	$	242,590
2017		106,453
2018		54,653
Thereafter		-
Total minimum lease payments	$	403,696

Legal Proceeding

There has been no legal proceeding in which the Company is a party for the six months ended March 31, 2015.

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Document and Entity Information	6 Months Ended
	Mar. 31, 2015	May 15, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	MOXIAN CHINA, INC.
Entity Central Index Key	0001516805
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		198,300,000

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Subsequent Events

6 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent events

On April 24, 2015, the Company entered into a Subscription Agreement (the “Subscription Agreement”) for a private placement of shares of our common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) with an investor (the “Investor”), whereby we agreed to sell an aggregate of 8,169,000 shares of Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000, such proceeds, the “Proceeds”) and issue to the Investor for no additional consideration the Warrants to purchase in the aggregate of 32,000,000 shares (the “Warrant Shares”) of the Company’s Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015.

Pursuant to the Subscription Agreement, if the Company fails to contract with 25,000 new paying merchants by September 30, 2016, it shall be required to issue an additional number of shares of Common Stock to the Investor, equal to 50% of the accumulated number of Warrant Shares exercised by the Investor by September 30, 2016, at no additional consideration. The premise of this right is that the Investor shall exercise no less than 16,000,000 Warrant Shares. Further, the Company shall issue 4,000,000 shares of Common Stock to the Investor at no additional cost if either of the following conditions is satisfied: (i) the Company fails to publish its full working version of Moxian mobile application version 2.0 by September 30, 2015, or (ii) the Company fails to uplist to a national stock exchange in the U.S. by June 30, 2017. The Investor shall also have the right to nominate (i) one member of the Company’s accounting department; and (ii) one member of the board of directors so long as the Investor exercises no less than 16,000,000 Warrant Shares.

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Unaudited Consolidated Statements of Operations and Comprehensive Income (USD $)	3 Months Ended		6 Months Ended				54 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015		Mar. 31, 2014		Mar. 31, 2015
Income Statement [Abstract]
Revenues, net	$ 22,661		$ 68,166				$ 124,288
Cost and expenses
Cost of sales	11,648		11,648				35,073
Depreciation and amortization expenses	52,113	15,357	87,194		15,357		165,765
Selling, general and administrative expenses	939,062	351,628	1,936,758		351,628		4,315,634
Impairment of goodwill							2,600,315
Loss from operations	(980,162)	(366,985)	(1,967,434)		(366,985)		(6,992,499)
Other income
Interest expenses	(12,792)		(12,792)				(12,792)
Interest income	2,267	8	2,278		8		26,177
Loss before income tax	(990,687)	(366,977)	(1,977,948)		(366,977)		(6,979,114)
Income tax expenses
Net loss	(990,687)	(366,977)	(1,977,948)		(366,977)		(6,979,114)
Foreign currency translation adjustments	49,395	7,887	191,744		7,887		244,673
Comprehensive loss	$ (941,292)	$ (359,090)	$ (1,786,204)		$ (359,090)		$ (6,734,441)
Earnings per share (note 6)
Basic and diluted loss per common share	$ 0.00	$ 0.00	$ (0.01)		$ 0.00
Basic and diluted weighted average common shares outstanding*	198,300,000	198,300,000	198,300,000	[1]	198,300,000	[1]

[1] The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Shareholders' Equity

6 Months Ended

Mar. 31, 2015

Shareholders' Equity [Abstract]

Shareholders' equity

6. Shareholders’ equity

Prior to November 14, 2013, the authorized capital stock of the Company consisted of 425,000,000 shares of Common Stock with a par value of $0.001. The Company issued *186,000,000 shares of our Common Stock to Brandi DeFoor (“DeFoor”), our former CEO and former Director, on October 2010 (inception) for cash in the amount of $100 and property valued at $3,169. During the year ended December 31, 2011, the Company’s founder contributed $2,146 in additional capital.

In August 2011, the Company issued *12,300,000 shares of common stock to investors for the value of $41,000, in exchange for subscription receivables.

During the three months ended December 31, 2013, the Company’s founder contributed $2,950 in additional capital.

On November 14, 2013, DeFoor, entered into a Securities Purchase Agreement with three investors (the “Purchasers”), pursuant to which DeFoor sold to the Purchasers her 186,000,000 shares of common stock, par value $.001 per share of the Company (the “Majority Interests”) for the consideration in the aggregate amount of $264,500. As a result of the transaction, the Purchasers aggregately own approximately 93.8% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis.

Effective December 13, 2013, the Company amended its Articles of Incorporation to implement a 60-for-1 forward stock split of its issued and outstanding Common Stock (“Forward Split”). As a result of the Forward Split, the common stock issued and outstanding increased to 198,300,000 shares.

Also effective on December 13, 2013, the Company increased the number of shares that it is authorized to issue to a total of 600,000,0000 shares, including 500,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $0.001 per share.

As of March 31, 2015, the number of total issued and outstanding shares of common stock of the Company is 198,300,000.

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Loans From Third Parties

6 Months Ended

Mar. 31, 2015

Loans From Third Parties [Abstract]

Loans from third parties

5. Loans from third parties

Loans to Moxian Shenzhen are unsecured, interest free and have a 12 month term. Details of the loans are set forth below:

	As of
Repayable	March 31, 2015		September 30, 2014
Within 1 month	$	-	$	-
1 to 3 months		-		-
More than 3 months but less than 12 months		2,897,214		2,133,071
	$	2,897,214	$	2,133,071

On December 31, 2014, Jet Key transfer the rights under loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Bayi. Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest.

On December 31, 2014, Ace Keen transfer the rights under loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026). Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest.

On December 31, 2014, MCL transfer the rights under loan agreement and Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). Bayi has extended the term of such loan to be twelve months from the date of transfer with no interest.

On February 10, 2015, March 13, 2015 and March 17, 2015, Moxian Shenzhen received additional loans from Bayi in the amounts of RMB 1,000,000, RMB 1,000,000 and RMB 2,000,0000 respectively (together approximately $642,054). The term of such loans is twelve months and they bear no interest.

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Loans From Third Parties (Tables)

6 Months Ended

Mar. 31, 2015

Loans From Third Parties [Abstract]

Loans From Third Parties [Table Text Block]

	As of
Repayable	March 31, 2015		September 30, 2014
Within 1 month	$	-	$	-
1 to 3 months		-		-
More than 3 months but less than 12 months		2,897,214		2,133,071

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Summary of Principal Accounting Policies (Policies)

6 Months Ended

Mar. 31, 2015

Summary of Principal Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and reflect the activities of the following subsidiaries and VIE. All material intercompany transactions and balances have been eliminated in the consolidation.

In accordance with the interpretation of Generally Accepted Accounting Principles (GAAP), variable interest entities (VIEs) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

ASC 810 (Financial Accounting Standards Board (“FASB”) Interpretation Number (“FIN”) 46 (revised December 2003), “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51” (“FIN 46R”), addresses whether certain types of entities referred to as variable interest entities (“VIEs”), should be unaudited consolidated in a company’s unaudited consolidated financial statements. Pursuant to an Exclusive Business Cooperation Agreement by and between Moxian Shenzhen and Moyi, dated July 15, 2014, Moxian Shenzhen has the exclusive right to provide to Moyi technical and systems support, marketing consulting services, training for technical personnel and technical consulting services. As payment for these services, Moyi has agreed to pay Moxian Shenzhen a service fee equal to 100% Moyi’s pre-tax profit. In accordance with the provisions of ASC 810, the Company has determined that Moyi is a VIE and that the Company is the primary beneficiary, and accordingly, the financial statements of Moyi are unaudited consolidated into the financial statements of the Company.

Revenue recognition

Revenue recognition

Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured.

Use of estimates

Use of estimates

The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes

Income taxes

The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, "Accounting for 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 unaudited consolidated 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 period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”)) clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the unaudited consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. The adoption of ASC 740 did not have a significant effect on the unaudited consolidated financial statements.

Cash and cash equivalents

Cash and cash equivalents

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

Fair value of financial instruments

Fair value of financial instruments

The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

Earnings per share

Earnings per share

Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.  The average market price during the year is used to compute equivalent shares.

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.

Website development costs

Website development costs

The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales.

Plant and Equipment

Plant and Equipment

Plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Computers	3 years
Office equipment	3 years
Furniture and fixtures	3 years
Leasehold improvements	Shorter of estimated useful life or term of lease

Goodwill

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

The Company performed an annual impairment test as of the end of each fiscal year, and determined that an impairment loss in the amount of $2,600,315 and nil were recorded for the six months ended March 31, 2015 and 2014 respectively.

Comprehensive income

Comprehensive income

The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections:

1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification.

2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification.

3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions.

4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms.

The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities.

The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.

Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment.

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations.

The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force.

The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved.

The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.

Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost.

The FASB has issued Accounting Standards Update (ASU) No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. The amendments in this ASU will apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities guidance when: (1) the reporting entity measures all of the financial assets and the financial liabilities of that unaudited consolidated collateralized financing entity at fair value in the unaudited consolidated financial statements based on other Codification Topics; and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

The fair value of the financial assets of a collateralized financing entity, as determined under GAAP, may differ from the fair value of its financial liabilities even when the financial liabilities have recourse only to the financial assets. Before this ASU, there was no specific guidance in GAAP on how a reporting entity should account for that difference.

The amendments in this ASU provide an alternative to Topic 820 Fair Value Measurement for measuring the financial assets and the financial liabilities of a unaudited consolidated collateralized financing entity to eliminate that difference. When the measurement alternative is not elected for a unaudited consolidated collateralized financing entity within the scope of this ASU, the amendments clarify that: (1) the fair value of the financial assets and the fair value of the financial liabilities of the unaudited consolidated collateralized financing entity should be measured using the requirements of Topic 820; and (2) any differences in the fair value of the financial assets and the fair value of the financial liabilities of that unaudited consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the unaudited consolidated statement of income (loss).

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures.

Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities.

Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures.

This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes.

The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued.

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Acquisition

6 Months Ended

Mar. 31, 2015

Acquisition [Abstract]

Acquisition

9. Acquisition

On February 21, 2014, the Company entered into a License and Acquisition Agreement with REBL, whereby the Company (i) acquired all the equity interests of Moxian BVI, and (ii) obtained the license to use the intellectual property rights (as define below) of REBL. Pursuant to the License and Acquisition Agreement, REBL agreed to sell, convey, and transfer 100% of the equity interests of Moxian BVI to Moxian CN Samoa, a newly incorporated wholly-owned subsidiary of the Company, in consideration of an aggregate of $1,000,000. As a result, Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia, became the Company’s subsidiaries. Under the License and Acquisition Agreement, REBL also agreed to grant us the exclusive right to use REBL’s IP Rights in Mainland China, Malaysia, and other countries and regions where REBL conducts its business (the “Licensed Territory”), and the exclusive right to solicit, promote, distribute and sell REBL products and services in the Licensed Territory for five years (the “License”). In exchange for such License, the Company agreed to pay to REBL: (i) $1,000,000 as a license maintenance royalty each year commencing from the second year from the date of the agreement; and (ii) 3% of the gross profit of distribution and sale of REBL products and services as an earned royalty. Pursuant to the License and Acquisition Agreement, the Company has the right to acquire the new IP Rights that are developed by REBL and sub-license such rights to a third party. The Company also has the obligation to develop the social media market in the Licensed Territory of REBL products and services.

A summary of changes in the Company’s goodwill is as follows:

	2015
Balance –beginning of period:
Goodwill	$	2,600,315
Accumulated impairment charges		(2,600,315	)
		-
Activity during the period:
Additions		6,782,000
Impairment charges		-
		6,782,000
Balance –end of year:
Goodwill		9,782,315
Accumulated impairment charges		(2,600,315	)
	$	6,782,000

No impairment loss was recorded for the six months ended March 31, 2015 and 2014 respectively.

Assets acquired and liabilities assumed at the date of acquisition:

Current assets
Cash and bank balances	$	897,453
Prepayments, deposits and other receivables		264,729
Inventory		1,129
Non-current assets
Property and equipment, net		176,116
Current liabilities
Other payables and accruals		(51,172	)
Loans		(2,888,570	)
	$	(1,600,315	)
Goodwill arising on acquisition:
Consideration transferred	$	1,000,000
Less: fair value of identifiable net assets acquired		(1,600,315	)
	$	2,600,315
Net cash inflow on acquisition of subsidiaries:
Consideration paid in cash	$	-
Less: cash and cash equivalent balances acquired		897,453
	$	897,453

On January 30, 2015, Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” such transaction, the “Equity Transfer Transaction”) with REBL to acquire from REBL 100% of the equity interests of Moxian IP for $6,782,000 (the “Moxian IP Purchase Price”). Moxian IP owns all the intellectual property rights IP Rights relating to the operation, use and marketing of the MO-Promo Platform, including all of the trademarks, patents and copyrights that are used in the Company’s business. As a result of the Equity Transfer Transaction, Moxian IP became a wholly-owned subsidiary of the Company.

Assets acquired and liabilities assumed at the date of acquisition:

Goodwill arising on acquisition:
Consideration transferred	$	6,782,000
Less: fair value of identifiable net assets acquired		-
	$	6,782,000

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Earnings Per Share

6 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings per share

7. Earnings per share

	For the six months ended March 31,
	2015			2014
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share	$	(1,965,156	)	$	(366,977	)
Weighted-average shares of common stock outstanding in computing net loss per common stock*
Basic		198,300,000			198,300,000
Dilutive shares – convertible promissory note		5,188,000			-
Diluted		203,488,000			198,300,000
Basic earnings per share	$	(0.01	)		(0.00	)
Diluted earnings per share	$	(0.01	)		(0.00	)

*The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Income Taxes

6 Months Ended

Mar. 31, 2015

Income Taxes [Abstract]

Income taxes

8. Income taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the period October 12, 2010 (date of inception) through March 31, 2015, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.

Moxian BVI is incorporated in the British Virgin Islands. Moxian BVI did not generate taxable income in the British Virgin Islands for the period from July 3, 2012 (date of inception) to March 31, 2015.

Moxian HK was incorporated in Hong Kong and is subject to Hong Kong profits tax at 16.5%. No provision for Hong Kong income or profit tax has been made as the Company has no assessable profit for the period from January 18, 2013 (date of inception) to March 31, 2015. The cumulative tax losses will represent a deferred tax asset.

Moxian Shenzhen was incorporated in the People’s Republic of China. Moxian Shenzhen did not generate taxable income in the People’s Republic of China for the period from April 8, 2013 (date of inception) to March 31, 2015.

Moxian Malaysia was incorporated in Malaysia. Moxian Malaysia did not generate taxable income in Malaysia for the period from March 1, 2013 (date of inception) to March 31, 2015.

Moyi was incorporated in the People’s Republic of China. Moyi did not generate taxable income in the People’s Republic of China for the period from July 19, 2013 (date of inception) to March 31, 2015.

The Company will provide a valuation allowance for all of its subsidiaries in full amount of the deferred tax asset since there is no assurance of future taxable income.

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Convertible Promissory Note

6 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Convertible Promissory Note

10. Convertible Promissory Note

Under the Equity Transfer Agreement described in Note No.1, the Company and REBL agreed to terminate the License and Acquisition Agreement, dated February 19, 2014, whereby the Company was granted the exclusive right by REBL to use the intellectual property rights owned by Moxian IP, REBL’s subsidiary. In addition, we acquired all of the equity interests of Moxian BVI in consideration of $1,000,000 (the “Moxian BVI Purchase Price”). Immediately prior to the execution of the Equity Transfer Agreement, the Moxian BVI Purchase Price was not yet paid and no license maintenance royalty or earned royalty under the License and Acquisition Agreement had accrued.

Under the Equity Transfer Agreement, the Company and REBL agreed to terminate the License and Acquisition Agreement and all of the Company’s liabilities owed to REBL thereunder, other than the Moxian BVI Purchase Price, were released and discharged.

The Company agreed to issue to REBL a convertible promissory note for $7,782,000 (the “Note”), representing the sum of the Moxian IP Purchase Price and the Moxian BVI Purchase Price. The Note will become due and payable on October 30, 2015 and accrues interest at 1% per annum. The Company has the option to convert any and all amounts due under the Note into the Company’s common stock at the conversion price of $1.00 per share (“Conversion Price”), if the volume weighted average price (“VWAP”) of the Company’s common stock for a period of thirty (30) trading days immediately prior to the date of conversion is higher than the Conversion Price. The Company also has a right of first refusal to purchase the shares issuable upon conversion of the Note at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by the Company.

The interest expenses for the six months period ended March 31, 2015 and 2014 were $12,792 and nil, respectively.

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Loans From Third Parties (Details) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Related Party Transaction [Line Items]
Due to Related Parties, Current	$ 2,897,214	$ 2,133,071
Within 1 month [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current
1 to 3 months [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current
More than 3 months but less than 12 months [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current	$ 2,897,214	$ 2,133,071

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Property and Equipment, Net (Tables)

6 Months Ended

Mar. 31, 2015

Property and Equipment, Net [Abstract]

Summary of property and equipment, net

	As of
	March 31, 2015		September 30, 2014
Computers	$	547,518	$	213,600
Office equipment		34,288		68,623
Furniture and fixtures		3,055		32,011
Leasehold improvements		208,284		156,101
Total property and equipment		793,145		470,335
Less:  Accumulated depreciation and amortization		(209,822)		(121,666	)
Total property and equipment, net	$	583,323	$	348,669

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Commitments and Contingencies (Tables)

6 Months Ended

Mar. 31, 2015

Commitments and Contingencies [Abstract]

Schedule of operating leases minimum rentals

Twelve months ended September 30,
2015	$	242,590
2016		106,453
2017		54,653
Thereafter
Total minimum lease payments	$	403,696

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Acquisition (Details 1) (USD $)	Mar. 31, 2015
Current assets
Cash and bank balances	$ 897,453
Prepayments, deposits and other receivables	264,729
Inventory	1,129
Non-current assets
Property and equipment, net	176,116
Current liabilities
Other payables and accruals	(51,172)
Loans	(6,782,000)
Current liabilities, Net	(1,600,315)
Goodwill arising on acquisition:
Consideration transferred	1,000,000
Less: fair value of identifiable net assets acquired	(1,600,315)
Goodwill arising on acquisition, Net	2,600,315
Net cash inflow on acquisition of subsidiaries:
Consideration paid in cash
Less: cash and cash equivalent balances acquired	897,453
Net cash inflow on acquisition of subsidiaries, Net	$ 6,782,000

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Consolidated Statements of Stockholders' Equity (Unaudited) (USD $)		Total	Common Stock		Additional Paid-in Capital	Accumulated deficit development stage	Accumulated other comprehensive income
Balance at Oct. 11, 2010
Common shares issued - founder for property and equipment		$ 3,100	$ 186,000	[1]		$ (182,900)
Common shares issued - founder for property and equipment, shares	[1]		186,000,000
Additional paid in capital by founder		169		[1]		169
Net loss		(21)		[1]		(21)
Balance at Dec. 31, 2010		3,248	186,000	[1]		(182,752)
Balance, shares at Dec. 31, 2010	[1]		186,000,000
Additional paid in capital by founder		2,146		[1]		2,146
Issue of common stock		41,000	12,300	[1]		28,700
Issue of common stock, shares	[1]		12,300,000
Net loss		(12,606)		[1]		(12,606)
Balance at Dec. 31, 2011		33,788	198,300	[1]		(164,512)
Balance, shares at Dec. 31, 2011	[1]		198,300,000
Net loss		(33,572)		[1]		(33,572)
Balance at Dec. 31, 2012		216	198,300	[1]		(198,084)
Balance, shares at Dec. 31, 2012	[1]		198,300,000
Additional paid in capital by founder				[1]		2,950
Net loss				[1]		(14,690)
Balance at Sep. 30, 2013		(11,524)	198,300	[1]		(209,824)
Balance, shares at Sep. 30, 2013	[1]		198,300,000
Inclusion of Moyi (See Note 1)		162,914			162,914
Net loss		(4,791,342)				(4,791,342)
Foreign currency translation adjustments		52,929					52,929
Balance at Sep. 30, 2014		(4,587,023)	198,300	[1]	162,914	(5,001,166)	52,929
Balance, shares at Sep. 30, 2014	[1]		198,300,000
Net loss		(1,977,948)				(1,977,948)
Foreign currency translation adjustments		(191,744)					191,744
Balance at Mar. 31, 2015		$ (6,377,227)	$ 198,300	[1]	$ 162,914	$ (6,979,114)	$ 244,673
Balance, shares at Mar. 31, 2015	[1]		198,300,000

[1] The number of shares of common stock has been retroactively restated to reflect the 60-for-1 forward stock split effected on December 13, 2013.

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Loans from Shareholders

6 Months Ended

Mar. 31, 2015

Loans from Shareholders [Abstract]

Loans from shareholders

4. Loans from shareholders

As of March 31, 2015, loans made to Moxian HK, Moxian Shenzhen, Moyi, and Moxian Malaysia by our shareholders are unsecured, interest free and have remaining maturities between 3 and 12 months. Details of the loans are set forth below:

	As of
Repayable	March 31, 2015		September 30, 2014
Within 1 month	$	-	$	-
1 to 3 months		-		-
More than 3 months but less than 12 months		4,738,198		4,018,861
	$	4,738,198	$	4,018,861

Moxian HK

On September 28, 2014, Moxian HK entered into loan agreements with three entities: Moxian China Limited (“MCL”), Ace Keen Limited (“Ace Keen”) and Jet Key Limited (“Jet Key,” together with MCL, Ace Keen, the “Creditors”). Pursuant to the loan agreements, Moxian HK obtained loans in the aggregate amount of $908,048.

On November 30, 2014, Moxian HK received HKD $500,000 (approximately $64,437) as a loan from MCL (“Moxian HK Loan”). The term of the loan is twelve months and it bears no interest. On December 31, 2014, the Company, MCL and Moxian HK entered into a loan agreement, pursuant to which the Company agreed to issue a convertible promissory note (“Moxian HK Note”) to MCL for the repayment of the Moxian HK Loan. The Moxian HK Note has a term of one year and bears no interest. Upon consummation of a financing which results in at least $5,000,000 in proceeds to the Company (“Qualified Financing”), the Moxian HK Note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of Notes and as long as there remains any outstanding principal or interest on the Moxian HK Note, the Company shall have the option to convert the Note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-trading day period prior to the conversion of the Note.

On January 15, 2015, Moxian HK received additional HKD500,000 (approximately US$64,506) as a loan from MCL. The loan has a twelve month term and it bears no interest.

On February 10, 2015, Moxian HK received additional HKD1,200,000 (approximately US$1,548,157) as a loan from Ace Keen. The loan has a twelve month term and it bears no interest.

MCL owns 33.8% of total outstanding shares of the Company. Ace Keen is controlled by Mr. Zhang Guo Hui, who is the holder of 70% of the equity interests in Moyi, our variable interest entity in China. Jet Key is owned and controlled by Ms. Zhang Ying, who is Mr. Zhang Guo Hui’s sister.

Moxian Shenzhen

Also on September 28, 2014, Moxian Shenzhen entered into three loan agreements with the Creditors, and borrowed an aggregate of $2,961,460.

On October 31, 2014 and November 30, 2014, Moxian Shenzhen received RMB 630,000 (approximately $102,942) and RMB 90,000 (approximately $14,486), respectively, as loans from MCL (“Moxian Shenzhen Loans”). The term of such loans is twelve months and they bear no interest. On December 31, 2014, the Company, MCL and Moxian Shenzhen entered into a Loan Agreement, where the Company agreed to issue a convertible promissory note to MCL for the repayment of the Moxian Shenzhen Loans (“Moxian Shenzhen Note”). The Moxian Shenzhen Note has similar terms to the Moxian HK Note. It has a one year term and bears no interest. Upon consummation of a Qualified Financing, the note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of note and as long as there remains any outstanding principal or interest of the note, the Company shall have the option to convert the note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-day trading period prior to the conversion of the note.

On December 31, 2014, Jet Key transferred its rights under a loan agreement in the amount of RMB 2,876,257 (approximately $461,678) with Moxian Shenzhen to Shenzhen Bayi Consulting Co Ltd (“Bayi”), an independent third party.

On December 31, 2014, Ace Keen transferred its rights under the loan agreement with Moxian Shenzhen to Bayi for the amount of RMB 797,603 (approximately $128,026).

On December 31, 2014, MCL transferred its rights under the loan agreement and the Moxian Shenzhen Note with Moxian Shenzhen to Bayi for the amount of RMB 9,435,994.00 (approximately $1,514,605). 

Moxian Malaysia

On September 28, 2014, Moxian Malaysia also signed three loan agreements with the Creditors, pursuant to which Moxian Malaysia borrowed an aggregate of $2,020,221.

On October 31, 2014 and November 30, 2014, Moxian Malaysia received a loan in the amount of RM 118,800 (approximately $34,032) and RM 23,100 (approximately $6,605), respectively, from MCL (the “Moxian Malaysia Loans”). The Moxian Malaysia Loans have a twelve month term and bear no interest. On December 31, 2014, the Company, MCL and Moxian Malaysia entered into a Loan Agreement, whereby the Company agreed to issue a convertible promissory note to MCL for the repayment of the Moxian Malaysia Loans. The note has a one year term and bears no interest. Upon consummation of a Qualified Financing, the note will automatically convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of note and as long as there remains any outstanding principal or interest of the note, the Company shall have the option to convert the note within 30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during a 20-day trading period prior to the conversion of the note.

On January 31, 2015, Moxian Malaysia received RM 1,445,165 (approximately $404,646) as a loan from MCL. The term of such loan is twelve months and it bears no interest.

On February 28, 2015, Moxian Malaysia entered into a loan agreement with MCL for the amount of RM 122,370 (approximately $29,369). The term of such loan is twelve months and it bears no interest.

Moyi

On March 28, 2014, Moyi signed a loan agreement with Ace Keen and borrowed an aggregate of RMB 150,000 (approximately $24,193). The term of the loan is for thirty-six months with no interest

On September 10, 2013 and October 9, 2013, Moyi signed a loan agreement with Jet Key and borrowed an aggregate of RMB 10,000 and RMB 1,000,000 respectively (approximately $162,118).

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Organization and Nature of Operations (Details) (USD $)	3 Months Ended		6 Months Ended		54 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Oct. 11, 2010	Jan. 30, 2015
Organization and Nature of Operations [Textual]
Revenues	$ 22,661		$ 68,166		$ 124,288
Accumulated deficit						6,979,114
Equity Transfer Agreement [Member]
Organization and Nature of Operations [Textual]
Percentage of equity ownership intrest							100.00%
Acquisition cost							$ 6,782,000

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Earnings Per Share (Details Textual)

0 Months Ended

Dec. 13, 2013

Earnings per share (Textual)

Common stock, forward stock split

Implement a 60-for-1 forward stock split of its issued and outstanding (“Forward Split”).

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Summary of Principal Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2015

Summary of Principal Accounting Policies [Abstract]

Summary of estimated useful lives of plant and equipment

Computers	3 years
Office equipment	3 years
Furniture and fixtures	3 years
Leasehold improvements	Shorter of estimated useful life or term of lease