Celexus (CXUS) 10-K/A 12 Mar 20 2019 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2019	Sep. 30, 2019	Jun. 28, 2019
Document And Entity Information
Entity Registrant Name	Celexus, Inc
Entity Central Index Key	0001355559
Document Type	10-K/A
Document Period End Date	Mar. 31, 2019
Amendment Flag	true
Amendment Description	This Amendment No. 2 on Form 10-K/A (this “Amendment”) amends our annual report on Form 10-K for the year ended March 31, 2019, as filed with the Securities and Exchange Commission on July 15, 2019, and is being filed in response to the SEC Comment letter dated October 10, 2019. The Company has updated its contact information, added disclosures in regards to its business plans, exchange agreement, related parties as well as adjustments to the financial disclosures. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Filing have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K on July 15, 2019.
Current Fiscal Year End Date	--03-31
Entity Filer Category	Non-accelerated Filer
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
File Number	000-55462
Entity Incorporation, State Country Code	NV
Entity Small Business	true
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding			16,538,457
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2019	Mar. 31, 2018
Current assets
Cash in Bank	$ 44,862	$ 0
Total assets	44,862	0
Current liabilities
Accounts payable and accrued expenses	3,557	8,030
Related party advances	58,500	0
Interest payable - related party	5,802	3,011
Convertible revolving demand note - related party	25,000	25,000
Total current liabilities	92,859	36,041
Total liabilities	92,859	36,041
Stockholders' deficit
Common stock: $0.001 par value; 1,500,000,000 shares authorized, and 565,864,527 outstanding at March 31, 2019 and 2018, respectively	565,865	565,865
Additional paid-in capital	8,318,848	8,309,570
Retained deficit	(8,932,710)	(8,911,476)
Total stockholders' deficit	(47,997)	(36,041)
Total liabilities and stockholders' deficit	$ 44,862	$ 0

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Mar. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	1,500,000,000	1,500,000,000
Common stock, issued shares	565,864,527	565,864,527
Common stock, outstanding shares	565,864,527	565,864,527

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenue	$ 0	$ 0
Operating expense
Selling, general and administrative	5,145	3,793
Professional Fees	13,300	0
Total operating expense	18,445	3,793
Loss from operations	(18,445)	(3,793)
Other income (expense)
Gain on forgiveness of liabilities	2	16,030
Interest expense	(2,791)	(2,538)
Accretion of debt discount	0	0
Total other income (expense)	(2,789)	13,492
Net loss	$ (21,234)	$ 9,699
Basic and Diluted Loss per Common Share	$ 0	$ 0
Weighted average number of common shares outstanding - basic and diluted	565,864,527	565,864,527

Statements of Stockholders' Def

Statements of Stockholders' Deficit Equity - USD ($)	Common Stock	Additional Paid-In Capital	Retained Deficit	Total
Balance at beginning at Mar. 31, 2016	$ 165,865	$ 8,549,570	$ (8,731,402)	$ (15,967)
Balance at beginning (in shares) at Mar. 31, 2016	165,864,527
Common stock issued in connection with custodianship	$ 400,000	(240,000)		160,000
Common stock issued in connection with custodianship, Shares	400,000,000
Net loss for the year ended			(189,773)	(189,773)
Balance at end at Mar. 31, 2017	$ 565,865	8,309,570	(8,921,175)	(45,740)
Balance at end (in shares) at Mar. 31, 2017	565,864,527
Net loss for the year ended			9,699	9,699
Balance at end at Mar. 31, 2018	$ 565,865	8,309,570	(8,911,476)	(36,041)
Balance at end (in shares) at Mar. 31, 2018	565,864,527
Related party gain on extinguishment of debt		9,278		9,278
Net loss for the year ended			(21,234)	(21,234)
Balance at end at Mar. 31, 2019	$ 565,865	$ 8,318,848	$ (8,932,710)	$ (47,997)
Balance at end (in shares) at Mar. 31, 2019	565,864,527

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities
Net loss	$ (21,234)	$ 9,699	$ (189,773)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses	(4,473)	(12,237)
Increase (decrease) in related party notes	58,500	0
Increase (decrease) in interest payable	2,791	2,538
Related party forgiveness of debt	9,278	0
Net cash flows used in operating activities	44,862	0
Cash flows from financing activities
Net cash flows from financing activities	0	0
Change in cash and cash equivalents	44,862	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	44,862	0	$ 0
Supplemental disclosure of cash flow information:
Interest paid in cash	0	0
Income taxes paid in cash	0	0
Supplemental disclosure of non-cash transactions:
Debt discount recorded for beneficial conversion feature	$ 0	$ 0

Organization and Going Concern

Organization and Going Concern	12 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Going Concern	NOTE 1 –Organization and Going Concern Celexus, Inc. (the Company)(formerly Telupay International, Inc.; formerly i-Level Media Group Incorporated; formerly Jackson Ventures, Inc.) was incorporated in the State of Nevada on August 23, 2005 as Jackson Ventures Ltd. and its initial operations included the acquisition and exploration of mineral resources. In March, 2007 the Company changed its name to i-Level Media Group Incorporated (“i-Level”) and changed its business to that of developing and operating a digital media network service. This business ceased operations on December 1, 2008 and its business was wound-up. On September 24, 2013, the Company effected the acquisition of Telupay, PLC by way of a reverse merger. As a result of the Merger, the Company changed its name to Telupay International Inc., effectuated a 1.5-for-1 forward stock split and Telupay became a wholly-owned subsidiary. Telupay was engaged in the mobile banking and payment processing business primarily in the Philippines, Peru, Indonesia, Myanmar and the United Kingdom. Telupay PLC was the primary operating subsidiary of the Company accounting for most of our assets and liabilities. Telupay PLC never reached profitability and was spun out of the Company shortly after December 31, 2014 to the former directors and officers of the Company whereby the business, including the assets and liabilities of Telupay PLC were transferred for no consideration. As a result, the Company had no operations. On January 18, 2017, Barton Hollow, LLC, a limited liability company, was appointed custodian for the Company by the District Court of Clark County, Nevada. The Company was reinstated by the Nevada Secretary of State on November 9, 2017 and on September 9, 2018 changed its name to Celexus, Inc. The Company currently is looking to acquire an operating business or develop a business. In February 2019, the Company signed an exchange agreement (“Agreement”) with HempWave, Inc., a company in common control of Lisa Averbuch our CFO and Director. We have targeted HempWave, Inc., as it is currently operating in the hemp industry and is farming high quality hemp in Arizona and as such we believe that it would be a great addition to our Company and would allow us to further achieve our business objectives. We expect the proposed HempWave acquisition to be a key part of establishing the company as a leader in the hemp industry. The acquisition agreement that was executed in February 2019, is expected to be fully consummated by May 31, 2020 or sooner, providing all due diligence and market analysis confirms that moving forward will be beneficial to the company and its shareholders. The Agreement entails that the Company will acquire 100% of the outstanding shares of HempWave (formerly Bio Distribution, Inc.) in exchange for $13,000,000 worth of common stock of the Company based on a fair market appraisal valuation and $1. The Company desires this exchange to qualify as a reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. There is a 90 day due diligence period in the Agreement during which time either party may terminate the Agreement without further liability. Termination This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Exchange: (a) by mutual written consent of CELE and the Company; (b) by either CELE or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Exchange and such order, decree, ruling or other action shall have become final and non-appealable; (c) by either CELE or the Company if the Exchange shall not have been consummated on or before July 31, 2018 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time.); (d) by CELE, if a material adverse change shall have occurred relative to the Company (and not curable within thirty (30) days); (e) by the Company if a material adverse change shall have occurred relative to CELE (and not curable within thirty (30) days); (f) by CELE, if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or (g) by the Company, if CELE willfully fails to perform in any material respect any of its obligations under this Agreement. Extension; Waiver Subject to Section 6.01(c), at any time prior to the Effective Time, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. The foregoing descriptions of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, which is filed as Exhibit 10.1 on our Annual Report on Form 10-K, respectively, each of which are incorporated herein by reference. Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of March 31, 2019, the Company had an accumulated deficit of $8,932,710. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of the Company’s consolidated financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions. Cash Cash includes amounts held in bank accounts. The Company has amounts deposited with financial institutions in excess of federally insured limits. Fair Value Measurements The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and interest payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s debentures payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Stock Based Compensation When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant. The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Loss per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). See “NOTE 5 - Net Loss Per Share” for further discussion. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Business segments ASC 280, “Segment Reporting” “management approach” Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for our current fiscal year. The adoption of ASU 2016-09 did not have a material impact on the Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.

Debt - Related Party

Debt - Related Party	12 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt - Related Party	NOTE 3 – Debt – Related Party On January 18, 2017, the Company entered into a Revolving Demand Note (the “Revolving Demand Note”) with Securities Compliance Group, Ltd. (the “Creditor”). Pursuant the Revolving Demand Note, the Company borrowed $25,000 at an annual interest rate of 9.5% with a default rate of 22%. The Revolving Demand Note may be converted into common stock at an exercise price of par, or $0.001 per share at the discretion of the Creditor. The Revolving Demand Note does not have a maturity date. The debt discount attributable to the fair value of the beneficial conversion feature amounted to $17,500 and was accreted on the date of issuance due to no maturity date of the Revolving Demand Note. During the years ended March 31, 2019 and 2018, the Company recognized $2538 and $2,791 of interest expense related to the Convertible Debenture. Prior to the Company filing the Form 10 General Form for Registration of Securities on February 5, 2019, this revolving demand note was acquired by European Trade Partners, LLC as part of the change in majority ownership. European Trade Partners, LLC is a related party under the control of Lisa Averbuch, the Company’s major shareholder, member of the board of directors and president. European Trade Partners, LLC has advanced the corporation an additional amount of $58,500 as of March 31, 2019. The advances bear no interest and are payable on demand. Also see Note 7 – Related Party Transactions.

Common Stock

Common Stock	12 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Common Stock	NOTE 4 – Common Stock At March 31, 2019, the Company had 1,500,000,000 authorized shares of common stock with a par value of $0.001 per share and 6,288,457 shares of common stock outstanding. During the year ended March 31, 2017, On January 18, 2017, in connection with the custodianship, the Company issued 4,444,445 shares to Barton Hollow, LLC to satisfy and caused to be retired, the obligations of the Company. As a result, the Company recognized stock compensation expense of $160,000 based on the closing stock price on January 18, 2017 of $0.036 per share.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Net Loss Per Share	NOTE 5 - Net Loss Per Share During the years ended March 31, 2018 and 2017, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the years ended March 31, 2019 and 2018: Years Ended March 31, 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (21,234 ) $ 9,669 Denominator: Weighted average number of common shares outstanding 565,864,527 565,864,527 Basic and diluted EPS $ (0.00 ) $ 0.00 The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible debt 5,802,270 3,011,097

Income Taxes

Income Taxes	12 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 6 – Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted into law. The Act applies to corporations generally beginning with taxable years starting after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat 21% tax rate. Additionally, the Act introduces other changes that impact corporations, including a net operating loss (“NOL”) deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate expensing of the full cost of qualified property. The Act also introduces an international tax reform that moves the U.S. toward a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. However, the accumulated foreign earnings of certain foreign corporations will be subject to a one-time transition tax, which can be elected to be paid over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”) carryforwards can be used to offset the transition tax liability. The Company does not expect that this change will have an impact on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at March 31, 2018 and 2017 are as follows: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 5,812,118 $ 5,790,884 Statutory tax rate 21 % 21 % Total deferred tax assets 1,220,545 1,216,086 Less: valuation allowance (1,220,545 ) (1,216,086 ) Net deferred tax asset $ — $ — The net change in the valuation allowance for deferred tax assets was an increase of $4,459 and decrease of $2,036 for the years ended March 31, 2019 and 2018, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset. For federal income tax purposes, the Company has net U.S. operating loss carry forwards at March 31, 2019 available to offset future federal taxable income, if any, of $5,812,118. Accordingly, there is no tax expense for the years ended March 31, 2019 and 2018. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock. The effects of state income taxes were insignificant for the years ended March 31, 2019 and 2018. A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate of 21% to pre-tax loss for the years ended March 31, 2019 and 2018 is as follows: 2019 2018 Federal Statutory Rate $ 4,459 $ (2,036 ) Nondeductible expenses — — Change in allowance on deferred tax assets 4,459 (2,036 ) $ — $ — The Company does not have any uncertain tax positions at March 31, 2018 and 2017 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 7 - Related Party Transactions During the year ended March 31, 2019 and 2018, our former President made payments on behalf of the Company totaling $0 and $7,830, respectively. During the year ended March 31, 2019 and 2018, European Trade Partners, LLC, a related entity, has made advances to the corporation in the amount of $58,500 and $0 respectively. Also see Note 3 – Debt – Related Party.

Subsequent Events

Subsequent Events	12 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 – Subsequent Events Management has reviewed material events subsequent of the period ended March 31, 2019 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. On December 10, 2018 it was Resolved by the board of directors of the corporation that the name change of the corporation be changed to Celexus and that the outstanding shares of stock of the corporation be reverse split on a 1 for 90 basis without change to authorized shares. The name change and 1-90 reverse split will take effect at the open of business April 9, 2019. On May 13, 2019 Celexus has entered into a definitive agreement by which it will acquire HempWave f/k/a Bio Distributions upon the completion of an appraisal satisfactory to management of both companies. As of May 20, 2019, Lisa Averbuch has resigned as President of Celexus, Inc. Ms. Averbuch will continue to serve as Director of the Company and maintains the authority to vote shares of the Company’s majority shareholder, Global Services Unlimited Group, Inc. Following the resignation of Ms. Averbuch, the Board of Directors has appointed David Soto to serve as President of the Company.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the Company’s consolidated financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.
Cash	Cash Cash includes amounts held in bank accounts. The Company has amounts deposited with financial institutions in excess of federally insured limits.
Fair Value Measurements	Fair Value Measurements The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 3 inputs.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and interest payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s debentures payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Stock Based Compensation	Stock Based Compensation When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant. The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Loss per Share	Loss per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). See “NOTE 5 - Net Loss Per Share” for further discussion.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.
Business segments	Business segments ASC 280, “Segment Reporting” “management approach”
Recent Accounting Pronouncements	Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for our current fiscal year. The adoption of ASU 2016-09 did not have a material impact on the Consolidated Financial Statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its Consolidated Financial Statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share	Following is the computation of basic and diluted net loss per share for the years ended March 31, 2019 and 2018: Years Ended March 31, 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (21,234 ) $ 9,669 Denominator: Weighted average number of common shares outstanding 565,864,527 565,864,527 Basic and diluted EPS $ (0.00 ) $ 0.00 The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible debt 5,802,270 3,011,097

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Deferred tax assets	Significant components of the Company’s deferred tax assets at March 31, 2018 and 2017 are as follows: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 5,812,118 $ 5,790,884 Statutory tax rate 21 % 21 % Total deferred tax assets 1,220,545 1,216,086 Less: valuation allowance (1,220,545 ) (1,216,086 ) Net deferred tax asset $ — $ —
Schedule of income tax benefit	A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate of 21% to pre-tax loss for the years ended March 31, 2019 and 2018 is as follows: 2019 2018 Federal Statutory Rate $ 4,459 $ (2,036 ) Nondeductible expenses — — Change in allowance on deferred tax assets 4,459 (2,036 ) $ — $ —

Organization and Going Concern

Organization and Going Concern (Details Narrative) - USD ($)	Mar. 31, 2019	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (8,932,710)	$ (8,911,476)

Debt - Related Party (Details N

Debt - Related Party (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 18, 2017	Mar. 31, 2019	Mar. 31, 2018
Debt Disclosure [Abstract]
Convertible Revolving Demand Note	$ 25,000
Convertible debt annual interest rate	9.50%
Convertible debt annual interest default rate	22.00%
Convertible debt, conversion price per share	$ 0.001
Beneficial conversion feature	$ 17,500
Interest expense		$ 2,538	$ 2,791
Notes Payable, Related Parties		$ 58,500	$ 0

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	1 Months Ended
	Jan. 18, 2017	Mar. 31, 2019	Mar. 31, 2018
Common stock, par value		$ 0.001	$ 0.001
Common stock, authorized shares		1,500,000,000	1,500,000,000
Common stock, outstanding shares		565,864,527	565,864,527
Barton hollow, LLC
Share issued for custodianship	4,444,445
Stock compensation expense	$ 160,000
Closing stock price	$ 0.036

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Loss available to common stockholders'	$ (21,234)	$ 9,669
Denominator:
Weighted average number of common shares outstanding	565,864,527	565,864,527
Basic and diluted EPS	$ 0	$ 0
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Convertible debt	5,802,270	3,011,097

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$ 5,812,118	$ 5,790,884
Statutory tax rate	21.00%	21.00%
Total deferred tax assets	$ 1,220,545	$ 1,216,086
Less: valuation allowance	(1,220,545)	(1,216,086)
Net deferred tax asset

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Federal Statutory Rate	$ 4,459	$ (2,036)
Nondeductible expenses
Change in allowance on deferred tax assets	4,459	(2,036)
Income tax benefit

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Corporate tax rate	21.00%	35.00%
Net change in allowance on deferred tax assets	$ 4,459	$ (2,036)
Operating loss carry forwards	5,812,118
Income Tax Expense
Statutory income tax rate	21.00%	21.00%

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
European Trade Partners [Member]
Loan from related party	$ 58,500	$ 0
President [Member]
Proceeds from related party debt	$ 0	$ 7,830

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Apr. 09, 2019
Subsequent Event [Member]
Reverse stock split	1 for 90