Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2019 | Mar. 11, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Celexus, Inc | |
Entity Central Index Key | 0001355559 | |
Document Type | 10-Q/A | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | true | |
Amendment Description | We are filing this Amendment No.1 to our Form 10-Q for the fiscal period ended December 31, 2019, for the purposes of updating our shares outstanding numbers in order to reflect the 1-90 reverse split and to clarify the details and status of the Hempwave transaction as well as other disclosures related to the appointment and resignations of our Officers and Directors. This Amendment No. 1 also contains currently dated certifications as Exhibits 31.1, and 32.1. This Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and our other SEC filings subsequent to the filing of the Original 10-Q. | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Shell Company | true | |
Entity Interactive Data Current | Yes | |
File Number | 000-55462 | |
Entity Small Business | true | |
Entity Incorporation, State Country Code | NV | |
Entity Common Stock, Shares Outstanding | 6,288,457 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Current assets | ||
Cash in Bank | $ 5,873 | $ 44,862 |
Total current assets | 5,873 | 44,862 |
Total assets | 5,873 | 44,862 |
Current liabilities | ||
Accounts payable and accrued expenses | 7,111 | 3,557 |
Related party advances payable | 79,169 | 58,500 |
Interest payable - related party | 8,087 | 5,802 |
Convertible revolving demand note - related party | 25,000 | 25,000 |
Total current liabilities | 119,367 | 92,859 |
Total liabilities | 119,367 | 92,859 |
Commitments and contingencies | 0 | 0 |
Stockholders' deficit | ||
Common stock: $0.09 par value; 1,500,000,000 shares authorized; 6,288,457 shares issued and outstanding | 628,738 | 628,738 |
Additional paid-in capital | 8,255,975 | 8,255,975 |
Retained deficit | 8,998,207 | 8,255,975 |
Total stockholders' deficit | (113,494) | (47,997) |
Total liabilities and stockholders' deficit | $ 5,873 | $ 44,862 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.09 | $ 0.09 |
Common stock, authorized shares | 1,500,000,000 | 1,500,000,000 |
Common stock, issued shares | 6,288,457 | 6,288,457 |
Common stock, outstanding shares | 6,288,457 | 6,288,457 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expense | ||||
General and administrative | 3,325 | 2,570 | 7,394 | 3,770 |
Professional fees | 6,995 | 0 | 55,820 | 48 |
Total operating expense | 10,320 | 2,570 | 63,214 | 3,818 |
Loss from operations | (10,320) | (2,570) | (63,214) | (3,818) |
Other income (expense) | ||||
Gain on forgiveness of liabilities | 0 | 0 | 2 | 0 |
Interest expense | (784) | (712) | (2,285) | (2,078) |
Total other income (expense) | (784) | (712) | (2,283) | (2,078) |
Net loss | $ (11,104) | $ (3,282) | $ (65,497) | $ (5,896) |
Basic and diluted loss per common share | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 6,288,457 | 6,288,457 | 6,288,457 | 6,288,457 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Balance at beginning at Mar. 31, 2018 | $ 628,738 | $ 8,246,697 | $ (8,911,476) | $ (36,041) |
Balance at beginning (in shares) at Mar. 31, 2018 | 6,288,457 | |||
Net loss for the period | (1,283) | (1,283) | ||
Balance at end at Jun. 30, 2018 | $ 628,738 | 8,246,697 | (8,912,759) | (37,324) |
Balance at end (in shares) at Jun. 30, 2018 | 6,288,457 | |||
Balance at beginning at Mar. 31, 2018 | $ 628,738 | 8,246,697 | (8,911,476) | (36,041) |
Balance at beginning (in shares) at Mar. 31, 2018 | 6,288,457 | |||
Net loss for the period | (5,896) | |||
Balance at end at Dec. 31, 2018 | $ 628,738 | 8,255,975 | (8,917,372) | (32,659) |
Balance at end (in shares) at Dec. 31, 2018 | 6,288,457 | |||
Balance at beginning at Jun. 30, 2018 | $ 628,738 | 8,246,697 | (8,912,759) | (37,324) |
Balance at beginning (in shares) at Jun. 30, 2018 | 6,288,457 | |||
Net loss for the period | (1,331) | (1,331) | ||
Balance at end at Sep. 30, 2018 | $ 628,738 | 8,246,697 | (8,914,090) | (38,655) |
Balance at end (in shares) at Sep. 30, 2018 | 6,288,457 | |||
Related party gain on extinguishment of debt | 9,278 | 9,278 | ||
Net loss for the period | (3,282) | (3,282) | ||
Balance at end at Dec. 31, 2018 | $ 628,738 | 8,255,975 | (8,917,372) | (32,659) |
Balance at end (in shares) at Dec. 31, 2018 | 6,288,457 | |||
Balance at beginning at Mar. 31, 2019 | $ 628,738 | 8,255,975 | (8,932,710) | (47,997) |
Balance at beginning (in shares) at Mar. 31, 2019 | 6,288,457 | |||
Net loss for the period | (53,629) | (53,629) | ||
Balance at end at Jun. 30, 2019 | $ 628,738 | 8,255,975 | (8,986,339) | (101,626) |
Balance at end (in shares) at Jun. 30, 2019 | 6,288,457 | |||
Balance at beginning at Mar. 31, 2019 | $ 628,738 | 8,255,975 | (8,932,710) | (47,997) |
Balance at beginning (in shares) at Mar. 31, 2019 | 6,288,457 | |||
Net loss for the period | (65,497) | |||
Balance at end at Dec. 31, 2019 | $ 628,738 | 8,255,975 | (8,998,207) | (113,494) |
Balance at end (in shares) at Dec. 31, 2019 | 6,288,457 | |||
Balance at beginning at Jun. 30, 2019 | $ 628,738 | 8,255,975 | (8,986,339) | (101,626) |
Balance at beginning (in shares) at Jun. 30, 2019 | 6,288,457 | |||
Net loss for the period | (764) | (764) | ||
Balance at end at Sep. 30, 2019 | $ 628,738 | 8,255,975 | (8,987,103) | (102,390) |
Balance at end (in shares) at Sep. 30, 2019 | 6,288,457 | |||
Net loss for the period | (11,104) | (11,104) | ||
Balance at end at Dec. 31, 2019 | $ 628,738 | $ 8,255,975 | $ (8,998,207) | $ (113,494) |
Balance at end (in shares) at Dec. 31, 2019 | 6,288,457 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||||
Net loss | $ (11,104) | $ (53,629) | $ (3,282) | $ (1,283) | $ (65,497) | $ (5,896) |
Changes in operating assets and liabilities: | ||||||
Increase (decrease) in accounts payable and accrued expenses | 3,554 | 3,818 | ||||
Increase (decrease) in interest payable | 2,285 | 2,078 | ||||
Net cash flows used in operating activities | (59,658) | 0 | ||||
Cash flows from investing activities: | ||||||
Net cash flows from investing activities | 0 | 0 | ||||
Cash flows from financing activities: | ||||||
Proceeds from related party advances | 20,669 | |||||
Net cash flows from financing activities | 20,669 | 0 | ||||
Change in cash and cash equivalents | (38,989) | 0 | ||||
Cash and cash equivalents at beginning of period | $ 44,862 | $ 0 | 44,862 | 0 | ||
Cash and cash equivalents at end of period | $ 5,873 | $ 0 | 5,873 | 0 | ||
Supplemental disclosure of cash flow information: | ||||||
Interest paid in cash | 0 | 0 | ||||
Income taxes paid in cash | $ 0 | $ 0 |
Organization and Going Concern
Organization and Going Concern | 9 Months Ended |
Dec. 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. On March 27, 2019 the Board of Directors elected David Soto as COO of the corporation. Mr. Soto also to serve as Chief Executive Officer of HempWave, (f/k/a Bio Distributions, Inc.) a hemp industry company with which the Company has entered into an agreement by which HempWave will be acquired following the completion of an appraisal On May 13, 2019, Celexus has entered an amendment to the February 2019, exchange agreement (“Exchange Agreement”); wherein, the Company will acquire a related entity, HempWave , contingent upon the completion of an appraisal satisfactory to management of both companies. On that same date, Michael R Cashion, was hired as Chief Sales Strategist for the corporation. Michael is a Start up Sales strategist that is focused on driving revenue. His approach in creating teams and implementing strategic plans has created strong growth in different markets. With a executive level presence, he is able work with customers, Board of Directors, and internal stake holders to drive sales and profits. On May 20, 2019 the Board of Directors elected David Soto as President, and the Sole Officer of the corporation. As of May 20, 2019, Lisa Averbuch has resigned as President of Celexus, Inc. (the “Company”). Ms. Averbuch will continue to serve as a Director of the Company and maintains the authority to vote the shares of the Company’s majority shareholder, Global Services Unlimited Group, Inc. On July 31, 2019, Celexus, Inc. (the “Company”) and an related party, HempWave entered into a further amendment to the Exchange Agreement entered in February 2019,through the Exchange Agreement. . The July 31, 2019, amendment includes changes to four provisions of the Exchange Agreement, and are summarized below: 1. Section A of the Exchange Agreement is amended to provide that instead of the acquisition for $13,000,000 in Company stock, the value of the stock to be issued will be calculated by an independent appraisal; 2. Section V.02(e) of the Exchange Agreement is amended to clarify that the due diligence investigation conducted by the Company shall include an appraisal of HempWave; 3. Section V.03(f) of the Exchange Agreement is amended to include a corresponding change to that made in Section V.02(e) of the Exchange Agreement; and 4. Section VI.01(c) of the Exchange Agreement is amended to extend the period for the completion of due diligence and to effect the acquisition from July 31, 2019 to January 3, 2020. Celexus, Inc.’s business plan is to be an acquisition, management and holding company for early stage, high growth businesses and technologies in the hemp industry. The Company has developed specific criteria and standards that must be met by each acquisition candidate. Once identified, the Company will engage its team of industry professionals to perform thorough due diligence on the potential acquisition partner. Following successful due diligence, Celexus will send in its M & A team to structure and present an attractive win win proposal to the selling entity. On October 22, 2019, David Soto resigned as the Sole Officer of the Company. On October 22, 2019, Ms. Averbuch was appointed as the Sole Officer and Director of the Company. On December 30, 2019, the Company and Hempwave announced their intentions to replace the Exchange Agreement with Hempwave and restructure that Exchange Agreement into a stock purchase of the Company’s controlling shares from our President, Ms. Averbuch and set the record date of the completion of the stock purchase (“Stock Purchase Agreement”) to an estimated date of May 31, 2020 or sooner. 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 December 31, 2019, the Company had an accumulated deficit of $8,998,207. 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 | 9 Months Ended |
Dec. 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 no 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 From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
Debt - Related Party
Debt - Related Party | 9 Months Ended |
Dec. 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. 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 and an additional $20,669 through December 2019. The advances bear no interest and are payable on demand. |
Common Stock
Common Stock | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | NOTE 4 – Common Stock On December 10, 2018, it was resolved by the board of director 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 took place open of business April 9, 2019. The 1-90 reverse split has been retroactively accounted for, accordingly. At December 31, 2019, the Company had 1,500,000,000 authorized shares of common stock with a par value of $0.09 per share and 6,287,384 shares of common stock outstanding. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 5 - Net Loss Per Share During the nine months ended December 31, 2019 and 2018, 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 nine months ended December 31, 2019 and 2018: Nine months Ended December 31, 2019 Nine months Ended December 31, 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (65,497 ) $ (5,896 ) Denominator: Weighted average number of common shares outstanding 6,288,457 6,288,457 Basic and diluted EPS $ (0.01 ) $ (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 33,087,462 30,802,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6 – Subsequent Events On February 12, 2020, the Securities and Exchange Commission (the “SEC”) issued an order suspending trading in the common stock of Celexus, Inc. (the “Company” or “CXUS”) on the OTC Bulletin Board and OTC Link for a period of 14 days ending on February 27, 2020. In its order, the SEC alleged that there were “questions that have been raised about the accuracy and adequacy of publicly disseminated information concerning, among other things, the company’s business combinations, related parties, relationship with its auditors, control persons, and business prospects.” Neither the Company nor Lisa Averbuch, its officer and director is aware of any untrue statements of material fact or any omission to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in any of the Company’s filings or press releases. The Company has discussed the issues with the Securities and Exchange Commission and plans to address and resolve these concerns. There has been no change to the Company’s business plan. The Company will be seeking to have a broker or dealer publish quotations for the Company’s common stock on the OTC Bulletin Board or another interdealer quotation system, although there can be no assurance that this will be achieved. On May 20, 2020, the Company and Hempwave, Inc., due to economic conditions and material changes to the Company, the Company and Hempwave, have decided to terminate the contemplated Stock Purchase Agreement by and between the Companies. Management has reviewed material events subsequent of the period ended December 31, 2019 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 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 no 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 From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Dec. 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 nine months ended December 31, 2019 and 2018: Nine months Ended December 31, 2019 Nine months Ended December 31, 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (65,497 ) $ (5,896 ) Denominator: Weighted average number of common shares outstanding 6,288,457 6,288,457 Basic and diluted EPS $ (0.01 ) $ (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 33,087,462 30,802,000 |
Organization and Going Concern
Organization and Going Concern (Details Narrative) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 8,998,207 | $ 8,255,975 |
Debt - Related Party (Details N
Debt - Related Party (Details Narrative) - USD ($) | 1 Months Ended | ||
Jan. 18, 2017 | Dec. 31, 2019 | Mar. 31, 2019 | |
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 | ||
Notes Payable, Related Parties | $ 79,169 | $ 58,500 | |
Additional loan | $ 20,669 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - $ / shares | Apr. 09, 2019 | Dec. 31, 2019 | Mar. 31, 2019 |
Equity [Abstract] | |||
Common stock, par value | $ 0.09 | $ 0.09 | |
Common stock, authorized shares | 1,500,000,000 | 1,500,000,000 | |
Common stock, outstanding shares | 6,288,457 | 6,288,457 | |
Reverse stock split | 1 for 90 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||
Loss available to common stockholders' | $ (65,497) | $ (5,896) | ||
Denominator: | ||||
Weighted average number of common shares outstanding | 6,288,457 | 6,288,457 | 6,288,457 | 6,288,457 |
Basic and diluted EPS | $ 0 | $ 0 | $ (0.01) | $ 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 | 33,087,462 | 30,802,000 |