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8-K/A - FORM 8-K - XERIANT, INC.banj_8ka.htm
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - XERIANT, INC.banj_ex992.htm
EX-99.3 - UNAUDITED FINANCIAL STATEMENTS - XERIANT, INC.banj_ex993.htm
EX-99.4 - UNAUDITED PRO FORMA FINANCIAL INFORMATION - XERIANT, INC.banj_ex994.htm
EXHIBIT 99.1
 
 
 
 
 
BANJO & MATILDA TRUST
 
AUDITED FINANCIAL STATEMENTS
 
JUNE 30, 2013 AND 2012
 
INDEX TO AUDITED FINANCIAL STATEMENTS
 
 
Report of Independent Registered Public Accounting Firm
    2  
         
Balance Sheets
    3  
         
Statements of Operations and Comprehensive Income (Loss)
    4  
         
Statements of Changes in Stockholder's  Equity
    5  
         
Statements of Cash Flows
    6  
         
Financial Statements
    7  
 
 
1

 
 
LICHTER, YU AND ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS
 
16133 VENTURA BLVD., SUITE 450
ENCINO, CALIFORNIA 91436
TEL (818)789-0265 FAX (818) 789-3949
 
 
Report of Independent Registered Public Accounting Firm
 
 
Board of Directors and Stockholders of
Banjo & Matilda Trust
 
We have audited the accompanying balance sheets of Banjo & Matilda Trust (the “Company”) as of June 30, 2013 and 2012, and the related statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the years ended June 30, 2013 and 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2013 and 2012, and the results of its operations and its cash flows for the years ended June 30, 2013 and 2012, in conformity with U.S. generally accepted accounting principles.
 
 
Encino, California
September 25, 2013
 
 
2

 
 
BANJO & MATILDA TRUST
BALANCE SHEETS
JUNE 30, 2013 AND 2012
 
   
2013
   
2012
 
ASSETS
               
CURRENT ASSETS
               
Cash and cash equivalents
 
$
11,104
   
$
4,061
 
Trade receivables, net
   
11,120
     
20,951
 
Inventory
   
329,598
     
186,851
 
Other assets
   
78,505
     
2,032
 
TOTAL CURRENT ASSETS
   
430,327
     
213,895
 
                 
NON-CURRENT ASSETS
               
Intangible  assets
   
43,310
     
13,805
 
Other receivable
   
142,658
     
45,981
 
Property, plant and equipment
   
7,324
     
12,203
 
TOTAL NON-CURRENT  ASSETS
   
193,292
     
71,989
 
                 
TOTAL ASSETS
 
$
623,619
   
$
285,884
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Trade and other  payables
 
$
395,802
   
$
471,143
 
Deposit payable
   
– 
     
87,495
 
Line of credit
   
93,968
     
47,442
 
Accrued interest
   
13,063
     
4,732
 
Loan payable
   
– 
     
5,299
 
TOTAL CURRENT LIABILITIES
   
502,833
     
616,111
 
                 
NON-CURRENT LIABILITIES
               
Loan from related  party
   
293,640
     
157,733
 
TOTAL NON-CURRENT LIABILITIES
   
293,640
     
157,733
 
                 
TOTAL LIABILITIES
   
796,473
     
773,844
 
                 
STOCKHOLDERS' EQUITY
               
Common Stock, no par and  117 and 100 shares issued and outstanding, respectively
   
246,581
     
102
 
Other accumulated comprehensive gain (loss)
   
51,106
     
4,231
 
Accumulated deficit
   
(470,541
)
   
(492,293
)
TOTAL STOCKHOLDERS' EQUITY
   
(172,854
)
   
(487,960
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
623,619
   
$
285,884
 
 
The accompanying notes are an integral part of these financial statements
 
 
3

 
 
BANJO & MATILDA TRUST
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
 
   
2013
   
2012
 
Revenue
 
$
1,724,181
   
$
950,812
 
Cost of sales
   
977,086
     
677,002
 
Gross profit
   
747,095
     
273,810
 
                 
Payroll and employee related expenses
   
240,450
     
131,896
 
Administration expense
   
195,422
     
165,286
 
Marketing expense
   
88,826
     
144,303
 
Occupancy expenses
   
47,518
     
36,321
 
Depreciation and amortization expense
   
8,821
     
6,018
 
     
581,037
     
483,824
 
Income (loss) from operations
   
166,058
     
(210,014
)
                 
Other (Income) Expense
               
Interest income
   
(1
)
   
(1
)
Other income
   
(52,585
)
   
(59
)
Finance costs
   
196,892
     
56,348
 
Total Other Expense
   
144,306
     
56,288
 
                 
Income (loss) before income tax
   
21,752
     
(266,302
)
                 
Provision for income taxes
   
     
 
                 
Net income (loss)
   
21,752
     
(266,302
)
                 
Other comprehensive income
               
Foreign currency translation
   
46,875
     
4,231
 
                 
Comprehensive income (loss)
 
$
68,627
   
$
(262,071
)
                 
Net income (loss) per share from net income (loss)
               
Basic
 
$
218
   
$
(2,663
)
Diluted
 
$
186
   
$
(2,663
)
                 
Weighted average number of shares outstanding:
               
Basic
   
100
     
100
 
Diluted
   
117
     
100
 
 
The accompanying notes are an integral part of these financial statements
 
 
4

 
 
BANJO & MATILDA TRUST
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
 
               
Other
         
Total
 
   
Common Stock
   
Comprehensive
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Gain (Loss)
   
Deficit
   
Equity
 
Balance June 30, 2011
   
100
   
$
102
   
$
   
$
(225,992
)
 
$
(225,890
)
                                         
Foreign currency translation adjustments
   
– 
     
     
4,231
     
     
4,231
 
                                         
Net loss for the year ended June 30, 2012
   
     
     
     
(266,302
)
   
(266,302
)
                                         
Balance June 30, 2012
   
100
     
102
     
4,231
     
(492,293
)
   
(487,960
)
                                         
Foreign currency translation adjustments
   
     
     
46,875
     
     
46,875
 
                                         
Conversion of debt to equity
   
17
     
246,479
     
     
     
246,479
 
                                         
Net income for the year ended June 30, 2013
   
     
     
     
21,752
     
21,752
 
                                         
Balance June 30, 2013
   
117
   
$
246,581
   
$
51,106
   
$
(470,541
)
 
$
(172,854
)
 
 
5

 
 
BANJO & MATILDA TRUST
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
 
   
2013
   
2012
 
                 
Net income (loss)
 
$
21,752
   
$
(266,302
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
                 
Depreciation and amortization
   
8,821
     
6,018
 
                 
(Increase)/decrease in assets:
               
Trade receivables
   
8,674
     
14,006
 
Inventory
   
(181,720
)
   
(189,868
)
Other assets
   
(86,215
)
       
Other receivable
   
(113,924
)
   
(46,723
)
Increase/(decrease) in current liabilities:
               
Trade payables
   
(31,212
)
   
80,829
 
Accrued interest
   
9,905
     
4,808
 
Deposits payable
   
(88,443
)
   
88,908
 
Net cash used in operating activities
   
(452,362
)
   
(308,324
)
                 
CASH FLOWS FROM INVESTING  ACTIVITIES
               
Purchase of intangible assets
   
(38,446
)
   
(14,895
)
Purchase of property, plant and equipment
   
(1,017
)
   
(4,318
)
Net cash used in investing activities
   
(39,463
)
   
(19,213
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Loan from related party
   
170,725
     
268,226
 
Proceeds from loan payable
   
334,837
     
17,042
 
Repayment on loan payable
   
(5,356
)
   
(7,180
)
Net cash provided by financing activities
   
500,206
     
278,088
 
                 
Effect of exchange rate changes on cash and cash equivalents
   
(1,338
)
   
485
 
Net (decrease)/increase in cash and cash equivalents
   
7,043
     
(48,964
)
Cash and cash equivalents at the beginning of the period
   
4,061
     
53,025
 
                 
Cash and cash equivalents at the end of the period
 
$
11,104
   
$
4,061
 
                 
SUPPLEMENTAL DISCLOSURES:
               
Conversion of debt to equity
 
$
246,479
   
$
 
Cash paid during the year for:
               
Income tax payments
 
$
   
$
 
Interest payments
 
$
35,071
   
$
16,229
 
 
The accompanying notes are an integral part of these financial statements
 
 
6

 
 
BANJO & MATILDA PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012
 
Note 1 -- BASIS OF PRESENTATION AND ORGANIZATION
 
Banjo & Matilda Trust (“the Company”) was incorporated under the laws of Australia on May 27, 2009 and manufactures and sells cashmere fashion. Headquartered at Bondi Beach, the Aussie lifestyle of sun, sand and surf resonates innately with this label and its philosophy of low maintenance, style and comfort.
 
The ultra-soft cashmere staples, pairing simplicity with cool sophistication has rapidly gained loyal customers worldwide positioning the label as the 'go-to' for contemporary cashmere products.
 
Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).
 
Exchange Gain (Loss)
During the fiscal years ended June 30, 2013 and 2012, the transactions of the Company were denominated in foreign currency and were recorded in Australian dollar (AUD) at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.
 
Foreign Currency Translation and Comprehensive Income (Loss)
The accounts of the Company were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD with the AUD as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder's equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders' equity. There were no significant fluctuations in the exchange rate for the conversion of AUD to USD after the balance sheet date.
 
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.
 
Reportable Segment
The Company has one reportable segment. The Company's activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business.
 
Liquidity Matters
Based upon its current projection of revenue, management believes that its current cash position and available financing provide sufficient resources and operating flexibility through at least the next twelve months. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will successfully implement its plans. In the event cash flow from operations is not sufficient, additional sources of financing will be required in order to maintain the Company's current operations. Whereas management believes it will have access to other financing sources, no assurance can be given that such additional sources of financing will be available on acceptable terms, on a timely basis or at all.
 
 
7

 
 
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
 
Cost of Sales
Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), third party royalties and research, design and development costs.
 
Operating Overhead Expense
Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel.
 
Income Taxes
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each 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.
 
The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
 
At June 30, 2013 and 2012, the Company had not taken any significant uncertain tax positions on its tax returns for 2012 and prior years or in computing its tax provision for 2013.
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Australia. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.
 
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.
 
 
8

 
 
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
 
If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
 
Cash and Equivalents
Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At June 30, 2013 and 2012, the Company had $11,104 and $4,061 in cash in Australia and not covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
 
Allowance for Doubtful Accounts
The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The allowance for doubtful accounts was $0 at June 30, 2013 and $0 at June 30,2012.
 
Inventory
Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of June 30, 2013 and 2012, inventory only consisted of the following:
 
   
2013
   
2012
 
Work in progress
 
$
124,492
   
$
131,479
 
Finished goods
   
194,324
     
50,090
 
Raw material
   
10,782
     
5,282
 
   
$
329,598
   
$
186,851
 
 
Property, Plant & Equipment
Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to 10 years; computer equipment, two to three years; buildings and improvements, five to 15 years; leasehold improvements, two to 10 years; and furniture and equipment, one to five years. As of June 30, 2013 and 2012, Property, Plant & Equipment consisted of the following:
 
   
2013
   
2012
 
Plant and Equipment
 
$
21,855
   
$
23,305
 
Accumulated Depreciation
   
(14,531
)
   
(11,102
)
   
$
7,324
   
$
12,203
 
 
Depreciation was $5,117 and $5,137 for 2013 and 2012, respectively.
 
 
9

 
 
Fair Value of Financial Instruments
For certain of the Company's financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. 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 carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. 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 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 measurement.
 
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
 
As of June 30, 2013, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.
 
Earnings Per Share (EPS)
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).
 
The following table sets for the computation of basic and diluted earnings per share for period ended June 30, 2013 and 2012:
 
   
2013
   
2012
 
Basic and Diluted:
               
Basic:
               
Net income
 
$
21,752
   
$
(266,302
)
Weighted average common shares outstanding
   
100
     
100
 
Earnings per share
 
$
218
   
$
(2,663
)
                 
Diluted:
               
Net income
 
$
21,752
   
$
(266,302
)
Weighted average common shares outstanding
   
117
     
100
 
Earnings per share
 
$
186
   
$
(2,663
)
 
 
10

 
 
Intangible Assets
The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset.
 
Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. No events or changes in circumstances indicate that impairment existed as of June 30, 2013.
 
Recently Issued Accounting Pronouncements
In December 2010, the FASB issued ASU 2010-29, which provides requirements over pro forma revenue and earnings disclosures related to business combinations. The ASU requires disclosure of revenue and earnings of the combined business as if the combination occurred at the start of the prior annual reporting period only. The Company adopted ASU 2010-29 effective October 1, 2011. The adoption did not have a material impact on the financial statements.
 
In June 2011, the FASB issued ASU 2011-05, which impacts the presentation of comprehensive income. The guidance requires components of other comprehensive income to be presented with net income to arrive at total comprehensive income. This ASU impacts presentation only and does not impact the underlying components of other comprehensive income or net income. In December 2011, the FASB issued an amendment to ASU 2011-05, which defers the requirement to present components of reclassifications of other comprehensive income on the face of the income statement. All other components of ASU 2011-05 are effective October 1, 2012. Adoption is not expected to have a material impact on the financial statements.
 
In July 2012, the FASB issued ASU 2012-02, which will allow an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. The standard will be adopted on October 1, 2012, and is not expected to have a material impact on the financial statements.
 
Note 3 -- TRADE RECEIVABLE
 
As of June 30, 2013 and 2012, trade receivables are comprised of the following:
 
   
2013
   
2012
 
Trade receivable
 
$
11,120
   
$
20,951
 
Allowance for bad debt
   
     
 
   
$
11,120
   
$
20,951
 
 
Note 4 -- OTHER ASSETS
 
Other assets consist of the following as of June 30, 2013 and 2012:
 
   
2013
   
2012
 
VAT paid
 
$
68,168
   
$
 
Prepaid and other assets
   
10,337
     
2,032
 
   
$
78,505
   
$
2,032
 
 
 
11

 
 
Note 5 -- OTHER RECEIVABLE
 
Other assets consist of the following as of June 30, 2013 and 2012:
 
   
2013
   
2012
 
Development grant
 
$
98,792
   
$
 
Other receivable
   
43,866
     
45,981
 
   
$
142,658
   
$
45,981
 
 
Note 6 -- INTANGIBLE ASSETS
 
Intangible assets consist of the following as of June 30, 2013 and 2012:
 
   
2013
   
2012
 
Website
 
$
47,371
   
$
14,658
 
Accumulated amortization
   
(4,061
)
   
(853
)
   
$
43,310
   
$
13,805
 
 
The intangible assets are amortized over 1 to 10 years. Amortization expense was $3,704 and $881 for 2013 and 2012, respectively. Amortization for the Company's intangible assets over the next five fiscal years from June 30, 2013 is estimated to be:
 
June 30,
     
2014
 
$
6,180
 
2015
   
6,180
 
2016
   
6,180
 
2017
   
6,180
 
2018
   
6,180
 
Thereafter
   
12,410
 
   
$
43,310
 
 
 
Note 7 -- TRADE AND OTHER PAYABLES
 
As of June 30, 2013 and 2012, trade and other payable are comprised of the following:
 
   
2013
   
2012
 
Trade payable
 
$
334,776
   
$
380,853
 
Employee benefits
   
33,085
     
77,856
 
Other liabilities
   
27,941
     
12,434
 
   
$
395,802
   
$
471,143
 
 
Note 8 -- LINE OF CREDIT
 
The Company has line of credit available with a financial institution in Australia with a maximum limit of AUD $100,000 at an interest rate of 20.95% per annum. As of June 30, 2013 and 2012, the Company had outstanding balances of $93,968 and $47,442, respectively.
 
 
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Note 9 -- LOANS
 
CURRENT
 
2013
   
2012
 
             
Loan
 
$
   
$
5,299
 
   
$
   
$
5,299
 
 
The Company entered into a term loan agreement for AUD $13,909 in 2011 with a bank in Australia. Interest rate was 24% per annum and required 24 monthly payments of AUD $735. As of June 30, 2013 the loan was paid off, at June 30, 2012 the Company had a balance due of $5,299.
 
Convertible Loan
 
During the year ended June 30, 2013 the company entered into two convertible loan arrangements with an individual at an annual interest rate of thirty percent (30%). On June 30, 2013 the individual exercised his right to convert the loans and accrued interest of $246,749 into equity and received seventeen (17) shares of Company. Interest expense on these loans was $19,254 during the year ended June 30, 2013.
 
Related Party Loans
 
The Company has loans payable in the amount of $293,640 and $157,733 to a shareholder of the Company as of June 30, 2013 and 2012, respectively. Interest is at three percent (3%) per annum. Interest expense on these loans for the years ended June 30, 2013 and 2012 was $9,904 and $4,808, respectively.
 
NON-CURRENT
 
2013
   
2012
 
                 
Related party loan
 
$
293,640
   
$
157,733
 
   
$
293,640
   
$
157,733
 
 
Note 10 -- INCOME TAX
 
The following is a reconciliation of the provision for income taxes as the US federal income tax rate to the income taxes reflected in the Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended June 30, 2013 and 2012, respectively:
 
June 30, 2013
 
U.S.
   
State
   
International
   
Total
 
Current
  $     $     $     $  
Deferred
                               
Total
  $     $     $     $  
 
June 30, 2012
 
U.S.
   
State
   
International
         
Total
 
Current
  $     $     $     $       $  
Deferred
                                       
Total
  $     $     $             $  
 
Reconciliation of the differences between the statutory U.S. Federal income tax rate and the effective rate is as follows:
 
   
June 30, 2013
   
June 30, 2012
 
US statutory tax rate (benefit)
   
34%
     
34%
 
Tax rate difference
   
(4%
)
   
(4%
)
Net operating loss
   
(30%
)
   
(30%
)
Tax expense at actual rate
   
--%
     
--%
 
 
Note 11 -- SUBSEQUENT EVENTS
 
Management has evaluated events subsequent through September 25, 2013 for transactions and other events that may require adjustment of and/or disclosure in such financial statements.
 
 
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