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Note 2 - Summary of Significant Accounting Policies: Financial Instruments (Policies)
9 Months Ended
Mar. 31, 2018
Policies  
Financial Instruments

d. Financial Instruments - Our Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and related party payables, notes payable. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

 

The company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2018, the Company’s had none derivative financial instruments. As of March 31, 2017, the Company’s derivative financial instruments were three convertible debt notes and one of then includes convertible warrant that are derivative due to the “reset” and “dilutive issuance” clause in the note relating to the conversion price from dilute share issuance.

 

Fair Value Measurements

 

ASC Topic 820, “Fair Value Measurements and Disclosures”, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments”, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

 

·         Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

·         Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in the active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·         Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurements.

 

The Company’s derivative instruments were reported at fair value using Level 2 inputs as discussed in Note 7.

 

The Company uses level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in result of operations as adjustments to fair value of derivatives.

 

At March 31, 2018 and 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

 

Description

 

Fair Value

As of

March 31, 2018

 

 

 

Fair Value

Measurements at

March 31, 2018

Using Fair Value

Hierarchy

 

 

 

 

Level 1

Level 2

Level 3

Derivative liability

$

-

$

-

$

-

$

Contingent consideration for business combination

-

-

-

-

Total

$

-

$

-

$

-

$

-

Description

 

Fair Value

As of

March 31, 2017

 

 

 

Fair Value

Measurements at

March 31, 2017

Using Fair Value

Hierarchy

 

 

Level 1

Level 2

Level 3

Derivative liability

$

173,690

$

-

$

173,690

$

Contingent consideration for business combination

-

-

-

-

Total

$

173,690

$

-

$

173,690

$

-