Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Jun. 25, 2014 | Sep. 30, 2013 | |
Document and Entity Information: | ' | ' | ' |
Entity Registrant Name | 'LAS VEGAS RAILWAY EXPRESS, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001405227 | ' | ' |
Current Fiscal Year End Date | '--03-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 24,075,113 | ' |
Entity Public Float | ' | ' | $7,158,755 |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Current assets | ' | ' |
Cash | $87,910 | $1,262,615 |
Other current assets | 101,250 | 471,772 |
Total current assets | 189,160 | 1,734,387 |
Property and equipment, net of accumulated depreciation | 684,407 | 393,789 |
Deposit with Union Pacific | ' | 600,000 |
Other assets | 22,385 | 25,958 |
Goodwill | ' | 843,697 |
Total other assets | 22,385 | 1,469,655 |
Total assets | 895,952 | 3,597,831 |
Current liabilities | ' | ' |
Short term notes payable | 13,333 | 13,333 |
Accounts payable and accrued expenses | 442,711 | 375,295 |
Derivative liability | 1,198,018 | 3,181,537 |
Current portion of convertible notes payable, net of discount | 1,271,984 | 116,042 |
Liabilities of discontinued operations | ' | 194,041 |
Total current liabilities | 2,926,046 | 3,880,248 |
Deferred tax liability | 0 | 55,914 |
Long-term portion of convertible debt, net of current portion | 150,000 | ' |
TOTAL LIABILITIES | 3,076,046 | 3,936,162 |
Commitments and contingencies | ' | ' |
Stockholders' deficit | ' | ' |
Common stock, $0.0001 par value, 200,000,000 shares authorized, 16,041,143 and 7,705,595 shares issued and outstanding as of March 31, 2014 and 2013, respectively | 1,604 | 770 |
Additional paid-in capital | 29,445,945 | 18,236,522 |
Accumulated deficit | -31,627,643 | -18,575,623 |
Total stockholders' deficit | -2,180,094 | -338,331 |
Total liabilities and stockholders' deficit | $895,952 | $3,597,831 |
BALANCE_SHEET_PARENTHETICAL
BALANCE SHEET PARENTHETICAL (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
BALANCE SHEETS | ' | ' |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 16,041,143 | 7,705,595 |
Common stock shares outstanding | 16,041,143 | 7,705,595 |
STATEMENT_OF_OPERATIONS
STATEMENT OF OPERATIONS (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Operating Expenses: | ' | ' |
Compensation and payroll taxes | $2,876,141 | $3,034,474 |
Selling, general and administrative | 1,709,461 | 651,503 |
Professional fees | 1,873,146 | 1,616,524 |
Impairment loss | 843,697 | ' |
Depreciation and amortization | 7,292 | 1,976 |
Total expenses | 7,309,737 | 5,304,477 |
Loss from operations | -7,309,737 | -5,304,477 |
Other income (expense) | ' | ' |
Interest expense | -7,960,987 | -2,198,205 |
Change in derivative liability | 2,162,790 | 270,466 |
Total other income (expense) | -5,798,197 | -1,927,739 |
Net loss from continuing operations before provision for income taxes | -13,107,934 | -7,232,216 |
Benefit from (provision for) income taxes | 55,914 | -13,571 |
Net loss from continuing operations | -13,052,020 | -7,245,787 |
Income from discontinued operations, net of income taxes | ' | 479,696 |
Net loss | ($13,052,020) | ($6,766,091) |
Net loss per share, continuing operations, basic and diluted | ($1.40) | ($1.36) |
Net income per share, discontinued operations, basic and diluted | ' | $0.09 |
Net loss per share, basic and diluted | ($1.40) | ($1.27) |
Weighted average number of common shares outstanding, basic and diluted | 9,325,550 | 5,312,802 |
STATEMENT_OF_STOCKHOLDERS_DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Common Stock | Subscriptions | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2012 | $243 | $640,000 | $9,976,609 | ($11,809,532) | ($1,192,680) |
Balance - Shares at Mar. 31, 2012 | 2,432,677 | ' | ' | ' | ' |
Stock issued from subscriptions payable | 80 | -640,000 | 639,920 | ' | ' |
Stock issued from subscriptions payable - Shares | 800,000 | ' | ' | ' | ' |
Stock issued for services | 46 | ' | 1,538,631 | ' | 1,538,677 |
Stock issued for services - Shares | 463,868 | ' | ' | ' | ' |
Stock issued for cash | 228 | ' | 2,281,772 | ' | 2,282,000 |
Stock issued for cash - Shares | 2,282,000 | ' | ' | ' | ' |
Stock issued for conversion of debt | 168 | ' | 2,055,938 | ' | 2,056,106 |
Stock issued for conversion of debt - Shares | 1,682,050 | ' | ' | ' | ' |
Exercise of warrants | 5 | ' | 8,995 | ' | 9,000 |
Exercise of warrants - Shares | 45,000 | ' | ' | ' | ' |
Discount on convertible notes payable | ' | ' | 440,000 | ' | 440,000 |
Warrant issued for services | ' | ' | 1,201,370 | ' | 1,201,370 |
Warrants issued for property and equipment | ' | ' | 12,763 | ' | 12,763 |
Stock Option Compensation | ' | ' | 80,524 | ' | 80,524 |
Net loss | ' | ' | ' | -6,766,091 | -6,766,091 |
Balance at Mar. 31, 2013 | 770 | ' | 18,236,522 | -18,575,623 | -338,331 |
Balance - Shares at Mar. 31, 2013 | 7,705,595 | ' | ' | ' | ' |
Stock issued for services | 73 | ' | 644,467 | ' | 644,540 |
Stock issued for services - Shares | 728,143 | ' | ' | ' | ' |
Stock issued for cash | 60 | ' | 274,940 | ' | 275,000 |
Stock issued for cash - Shares | 600,000 | ' | ' | ' | ' |
Stock issued for conversion of debt | 441 | ' | 5,062,828 | ' | 5,063,269 |
Stock issued for conversion of debt - Shares | 4,410,747 | ' | ' | ' | ' |
Exercise of warrants | 1 | ' | -1 | ' | ' |
Exercise of warrants - Shares | 9,823 | ' | ' | ' | ' |
Stock issued in exchange of warrants | 259 | ' | 594,783 | ' | 595,042 |
Stock issued in exchange of warrants - shares | 2,586,835 | ' | ' | ' | ' |
Warrant issued for services | ' | ' | 329,416 | ' | 329,416 |
Reclassification of derivative liabilities | ' | ' | 4,302,990 | ' | 4,302,990 |
Net loss | ' | ' | ' | -13,052,020 | -13,052,020 |
Balance at Mar. 31, 2014 | $1,604 | ' | $29,445,945 | ($31,627,643) | ($2,180,094) |
Balance - Shares at Mar. 31, 2014 | 16,041,143 | ' | ' | ' | ' |
STATEMENT_OF_CASH_FLOWS
STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities | ' | ' |
Net loss | ($13,052,020) | ($6,766,091) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 7,292 | 1,976 |
Amortization of discounts on note payable | 4,835,032 | 2,096,482 |
Amortization of debt offering costs | 637,680 | 15,472 |
Impairment of Union Pacific deposit | 600,000 | ' |
Deferred tax provision | -55,914 | 13,571 |
Change in value of derivative liability | -2,162,790 | -270,466 |
Stock issued and subscribed for services | 644,540 | 1,538,677 |
Stock option compensation | ' | 80,524 |
Impairment loss on goodwill | 843,697 | ' |
Debt conversion expense | 2,217,878 | ' |
Stock issued for exchange of warrants | 595,042 | ' |
Warrants issued for services | 582,837 | 1,201,370 |
Changes in operating assets and liabilities: | ' | ' |
Change in other current assets | 204,593 | -440,216 |
Change in other assets | 3,573 | -25,958 |
Change in liabilities of discontinued operations, net | -194,041 | -510,631 |
Change in accounts payable and accrued expenses | 237,806 | 282,200 |
Net cash used in operating activities | -4,054,795 | -2,783,090 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -297,910 | -380,122 |
Deposit with Union Pacific | ' | -600,000 |
Net cash used in investing activities | -297,910 | -980,122 |
Cash flows from financing activities | ' | ' |
Proceeds from sale of stock | 275,000 | 2,282,000 |
Proceeds from exercise of warrants | ' | 9,000 |
Proceeds from convertible notes payable | 2,903,000 | 1,900,000 |
Proceeds from notes payable | ' | 820,000 |
Payments on note payable | ' | -38,805 |
Net cash provided by financing activities | 3,178,000 | 4,972,195 |
Net change in cash | -1,174,705 | 1,208,983 |
Cash, beginning of the period | 1,262,615 | 53,632 |
Cash, end of the period | 87,910 | 1,262,615 |
Supplemental disclosure of cash flow information: | ' | ' |
Interest paid | ' | 5,497 |
Income taxes paid | ' | ' |
Supplemental disclosure of non-cash investing and financing transactions: | ' | ' |
Stock issued to settle stock subscriptions | ' | 640,000 |
Stock issued for debt and accrued interest | 2,845,391 | 1,907,050 |
Warrants issued for payment of property and equipment | ' | 12,763 |
Increase in liabilities of discontinued operations from forbearance agreement | ' | $58,754 |
1_Description_of_Business
(1) Description of Business | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
(1) Description of Business: | ' |
(1) Description of Business: | |
Las Vegas Railway Express, Inc. (the “Company”) was formed as a Delaware corporation in March 9, 2007 as Corporate Outfitters, Inc., a development stage company. On November 3, 2008, pursuant to a common stock purchase agreement, the Company acquired 100% of the outstanding capital stock of Liberty Capital Asset Management, a Nevada corporation, formed in July of 2008 as a holding company for all the assets of CD Banc LLC in contemplation of the company going public via a reverse merger into a publicly trading corporation. CD Banc LLC was formed in 2003 as a Nevada limited liability corporation with the purpose of acquiring real estate assets and holding them for long-term appreciation. On January 21, 2010, the Company completed a share exchange and asset purchase agreement with Las Vegas Railway Express, a Nevada Corporation, and subsequently changed its name from Liberty Capital Asset Management, Inc. to Las Vegas Railway Express, Inc. | |
The Company previously pursued a business plan of establishing passenger rail service between the Los Angeles area and Las Vegas, Nevada. During 2014, the Company changed its focus to providing upscale commuter Club X railcars for various state Department of Transportation municipal agencies. | |
The Company owns outright 16 bi-level passenger railcars as well as two leased cars acquired through an agreement with Mid America Leasing Company. |
2_Summary_of_Significant_Accou
(2) Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Notes | ' | ||||||||||||
(2) Summary of Significant Accounting Policies: | ' | ||||||||||||
(2) Summary of Significant Accounting Policies: | |||||||||||||
Basis of Presentation: | |||||||||||||
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |||||||||||||
Effective on December 2, 2013, the Company executed a one-for-twenty reverse split of the Company’s issued and outstanding shares of common stock. All references to number of shares and per share amounts included in this report give effect to the reverse stock split. | |||||||||||||
Going Concern: | |||||||||||||
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net losses of $13,052,020 and $6,766,091 for the years ended March 31, 2014 and 2013, respectively. The Company also has an accumulated deficit of $31,627,643 and a negative working capital of $2,736,886 as of March 31, 2014, as well as outstanding convertible notes payable of $2,023,000, of which $1,750,000 is due on June 30, 2014. Management believes that it will need additional equity or debt financing to be able to implement the business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern. | |||||||||||||
Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. | |||||||||||||
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |||||||||||||
Risks and Uncertainties: | |||||||||||||
The Company generates no revenues. The Company operates in an industry that is subject to intense competition and potential government regulations. Significant changes in regulations and the inability of the Company to establish contracts with rail services providers could have a materially adverse impact on the Company’s operations. | |||||||||||||
Use of Estimates: | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make 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 reported periods. Amounts could materially change in the future. | |||||||||||||
Cash and Cash Equivalents: | |||||||||||||
The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. | |||||||||||||
Property and Equipment: | |||||||||||||
Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. The Company expenses all purchases of equipment with individual costs of under $500, and these amounts are not material to the financial statements. | |||||||||||||
Intangible Assets: | |||||||||||||
Goodwill represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from the acquisition of Las Vegas Railway Express on January 21, 2010. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. As required by the “Intangibles – Goodwill and Other” topic of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), the Company conducted an analysis of the goodwill on March 31, 2014. Due to the Company’s changes in the business model during the year ended March 31, 2014, management has determined the goodwill has been fully impaired as of March 31, 2014. As a result, for the fiscal year ending March 31, 2014, the Company recorded an impairment loss of $843,697 in the accompanying statement of operations. | |||||||||||||
Long-Lived Assets: | |||||||||||||
In accordance with FASB ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. During the year ended March 31, 2014, the Company determined that $98,172 of capitalized costs relating to the construction of a proposed train station in North Las Vegas were impaired a result in the change in the Company’s business plan. These amounts have been expensed and included as a component of professional fees during the year ended March 31, 2014. | |||||||||||||
Deposit with Union Pacific: | |||||||||||||
On November 8, 2012, the Company entered into an agreement with Union Pacific Railroad Company whereby the Company was granted a nonexclusive operating right to use Union Pacific railroad track between Daggett, California and Las Vegas, Nevada, subject to certain terms and conditions. In connection with this agreement, the Company made an earnest money deposit of $600,000 and was required to meet certain financial conditions, including the provision of a letter of credit in favor of Union Pacific in the amount of $27,444,145 on or before October 31, 2013. The Company elected to terminate this agreement on October 31, 2013 as it no longer planned to operate on the Union Pacific Railroad Company tracks as a regularly scheduled passenger train. As a result, the Company determined the $600,000 deposit was impaired and expensed the amount during the year ended March 31, 2014 as a component of selling, general and administrative expenses. | |||||||||||||
Basic and Diluted Loss Per Share: | |||||||||||||
In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per common share is computed by dividing the net loss available to common stockholders after preferred stock dividends, by the weighted average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. Common stock equivalents have not been included in the diluted earnings per share computation for the years ended March 31, 2014 and 2013 as the amounts are anti-dilutive. As of March 31, 2014 and 2013, the Company had 100,000 outstanding options which were excluded from the computation of net loss per share because they are anti-dilutive. As of March 31, 2014 and 2013, the Company also had convertible debt that is convertible into 5,339,132 and 1,795,000 shares, respectively, of common stock which was excluded from the computation. As of March 31, 2014 and 2013, the Company had 1,569,842 and 2,924,842 outstanding warrants, respectively, which were also excluded from the computation because they were anti-dilutive. | |||||||||||||
Income Taxes: | |||||||||||||
The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. | |||||||||||||
Prior to the impairment of the goodwill as of March 31, 2014, the Company’s goodwill was deductible for tax purposes. This difference created a deferred tax liability, which could not be matched with the Company’s deferred tax asset. As a result, the Company was not able to net the deferred tax liability with its net operating loss carryforward, and therefore recorded a deferred tax liability to reflect the future non-deductibility of its goodwill asset. The deferred tax liability at March 31, 2013 was $55,914. Upon the impairment of the goodwill as of March 31, 2014, the deferred tax liability no longer existed and amounted to $0 as of March 31, 2014. | |||||||||||||
The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of March 31, 2014 and 2013, the Company has not established a liability for uncertain tax positions. | |||||||||||||
Share Based Payment: | |||||||||||||
The Company issues stock, options and warrants as share-based compensation to employees and non-employees. | |||||||||||||
The Company accounts for its share-based compensation to employees in accordance FASB ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. | |||||||||||||
The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated and the percentage of completion is applied to that estimate to determine the cumulative expense recorded. | |||||||||||||
The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. | |||||||||||||
The Company values stock options and warrants that do not qualify as derivative instruments using the Black-Scholes option pricing model. There were no options issued during the years ended March 31, 2014 or 2013. There were no warrants valued using the Black-Scholes model during the year ended March 31, 2014. | |||||||||||||
Certain warrants qualify as derivative instruments and are valued using the binomial lattice method. See discussion below regarding accounting for derivative liabilities. | |||||||||||||
Derivative Liabilities: | |||||||||||||
In connection with the private placement of Convertible Notes beginning in February 2013, the Company became contingently obligated to issue shares of common stock in excess of the 200 million authorized under the Company’s certificate of incorporation. Consequently, the ability to settle these obligations with shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability. | |||||||||||||
The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. | |||||||||||||
Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued on and subsequent to November 30, 2012 had been accounted for as derivative liabilities. | |||||||||||||
On December 2, 2013, the Company effected a one-for-twenty reverse stock split of the Company’s issued and outstanding common stock shares. As a result, the Company’s outstanding shares of common stock and common stock equivalents no longer exceeded the number of authorized shares. As a result, as of December 2, 2013, these instruments that were accounted for as derivative liabilities were reclassified as equity. | |||||||||||||
The Company also has certain warrants and embedded conversion options in notes payable with elements that qualify as derivatives. The warrants have anti-dilution clauses that prevent calculation of the ultimate number of shares that may be issued upon exercise, and four outstanding notes payable that had a variable conversion feature that similarly prevented the calculation of the number of shares into which they were convertible. | |||||||||||||
The Company values these warrants and embedded conversion options in notes payable using the binomial lattice method. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations (see Note 7). | |||||||||||||
Fair Value of Financial Instruments: | |||||||||||||
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, notes payable and derivative liabilities. Derivative liabilities are recorded at fair value. The principal balance of notes payable approximates fair value because current interest rates and terms offered to the Company for similar debt are substantially the same. | |||||||||||||
FASB ASC 820 defines fair value, establishes a framework for measuring fair value, in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||
Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | |||||||||||||
The Company used Level 3 measurements in computing the fair value of goodwill, which was fully impaired on March 31, 2014. | |||||||||||||
Fair value hierarchy for recurring fair value measurements is as follows: | |||||||||||||
Fair Value | Fair Value Measurements at March 31, 2014 | ||||||||||||
as of | Using Fair Value Heirarchy | ||||||||||||
31-Mar-14 | Level 1 | Level 2 | Level 3 | ||||||||||
Liabilities: | |||||||||||||
Derivative liability | $ | 1,138,477 | $ | - | $ | 1,138,477 | $ | - |
3_Property_and_Equipment
(3) Property and Equipment | 12 Months Ended | |||||
Mar. 31, 2014 | ||||||
Notes | ' | |||||
(3) Property and Equipment: | ' | |||||
(3) Property and Equipment: | ||||||
Property and equipment consisted of the following as of March 31, 2014 and 2013: | ||||||
March 31, | March 31, | |||||
2014 | 2013 | |||||
Office equipment | $ | 61,611 | $ | 40,921 | ||
Computer software | 24,167 | 14,192 | ||||
Transportation equipment under construction | 621,802 | 354,557 | ||||
707,580 | 409,670 | |||||
Less: accumulated depreciation | (23,173) | (15,881) | ||||
$ | 684,407 | $ | 393,789 | |||
During the year ended March 31, 2014, the Company determined that $98,172 of capitalized costs relating to the construction of a proposed train station in North Las Vegas were impaired a result in the change in the Company’s business plan. These amounts have been expensed and included as a component of professional fees during the year ended March 31, 2014. |
4_Notes_Payable
(4) Notes Payable | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Notes | ' | ||||||
(4) Notes Payable: | ' | ||||||
(4) Notes payable: | |||||||
A summary of outstanding notes payable is as follows: | |||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Secured promissory notes, dated May 17, 2011 through | |||||||
May 17, 2012 to an investor bearing interest at 8% per annum, | |||||||
payable on May 17, 2012. The Company is in default on this note. | $ | 13,333 | $ | 13,333 | |||
Total outstanding notes payable | $ | 13,333 | $ | 13,333 | |||
As of March 31, 2014, the Company is in default on the above note payable for $13,333. The Company has received a demand for payment on this note as of March 31, 2014. |
5_Convertible_Notes_Payable
(5) Convertible Notes Payable | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Notes | ' | ||||||
(5) Convertible Notes Payable: | ' | ||||||
(5) Convertible Notes Payable: | |||||||
During February and March 2013, the Company issued a series of convertible notes payable (the “Convertible Notes”) to investors for total proceeds of $1,900,000. The Convertible Notes are convertible into shares of the Company’s common stock at $1.00 per share at the option of the debt holder. The Convertible Notes bear interest at a rate of 8% per annum, and have a maturity date of February 1, 2014. Prior to March 31, 2013, the debt holders converted $105,000 of outstanding principal into 105,000 shares of common stock. As a result, as of March 31, 2013, the remaining gross principal balance of the Convertible Notes outstanding amounted to $1,795,000. | |||||||
During the year ended March 31, 2014, the Company issued additional Convertible Notes to investors for additional proceeds of $880,000 with the same terms as described above. During the year ended March 31, 2014, the debt holders converted $460,000 of outstanding principal and $9,287 of accrued interest into 469,287 shares of common stock pursuant to the original terms in the agreements. | |||||||
Prior to the maturity date of the Convertible Notes on February 1, 2014, to induce the debt holders to promptly convert their remaining outstanding balances into shares of the Company’s common stock, the Company offered the debt holders with balances still outstanding a one-time reduction in the conversion rate from $1.00 per share to $0.60 per share. The debt holders had until February 28, 2014 in order to exercise the reduced conversion rate. | |||||||
Subsequent to the offer being made, all remaining debt holders of the Convertible Notes elected to convert their outstanding principal and accrued interest balances into shares of common stock at the reduced rate of $0.60 per share. The aggregate principal balance of the Convertible Notes converted at the reduced rate amounted to $2,215,000, as well as accrued interest balances of $161,104. This resulted in 3,960,174 shares of common stock issuable as payment for the outstanding principal and interest. As of March 31, 2014, the Company had issued 3,941,483 shares of common stock for the conversion of the Convertible Notes. The remaining 18,991 shares issuable for the conversion of $11,224 in outstanding balances are yet to be issued as of March 31, 2014. Under the guidance in ASC 470-20-40-16, the Company recognized an expense at each conversion date equal to the fair value of the stock and other consideration transferred after the change in terms, less the fair value of securities issuable under the original conversion terms. The excess in value amounted to $2,217,878 and was reflected as interest expense in the accompanying statement of operations for the year ended March 31, 2014. | |||||||
As of March 31, 2014, there was no remaining principal balance outstanding on the Convertible Notes. | |||||||
In connection with the Convertible Notes, the Company granted an aggregate of 2,680,000 (including 880,000 during the year ended March 31, 2014) warrants to purchase additional shares of common stock at an exercise price of $2.00 per share and a contractual life of 3 years. Prior to the Company’s reverse stock split on December 2, 2013, the Company did not have sufficient authorized shares to satisfy the exercise of these warrants. As a result, the warrants issued during the nine months ended December 31, 2013 were determined to be derivative liabilities which resulted in additional derivative liabilities of $1,372,237. The conversion option associated with the Convertible Notes was bifurcated and also recorded as a derivative liability. See Note 7, Derivative Instruments. | |||||||
The value of the derivative liabilities and discounts created through the issuance of the Convertible Notes and warrants during the year ended March 31, 2014 as described above exceeded the proceeds of the Convertible Notes by $1,675,450. This excess was recorded as interest expense on the issuance dates of each note and warrant during the year ended March 31, 2014. | |||||||
On October 1, 2013, the Company entered into a promissory note which provides for the Company to borrow up to $350,000 in principal (the “Promissory Note”). As of March 31, 2014, the Company has borrowed $150,000 under this Promissory Note, which represents the outstanding amount as of March 31, 2014. Outstanding borrowings mature two years from the effective date of each payment. If the outstanding balance of the note is repaid by the Company on or before 90 days from the effective date of the borrowing, the interest charged is 0%. However, if the Company does not repay the note within 90 days, a one-time interest charge of 12% shall be applied to the outstanding principal sum. The outstanding balance of the note may be converted into common stock at the option of the debt holder at a rate equal to $0.90 per share, or 60% of the lowest trading price in the 25 days trading days previous to the conversion date. | |||||||
On November 22, 2013, the Company, entered into and closed a purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company sold to the investor a senior secured convertible promissory note in the principal amount of $1,750,000 (the “Note”), and warrants to purchase 300,000 shares of common stock (the “Warrants”), for an aggregate purchase price of $1,750,000. The Note matures on June 30, 2014, bears interest at the rate of 10% per year payable on maturity in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at a conversion price equal to $0.70, subject to adjustment in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the conversion price then in effect. The Warrants have a five year term, are exercisable on a cash or cashless basis, and have an exercise price equal to $1.00, subject to adjustment in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the exercise price then in effect. | |||||||
The Company’s obligations under the Note are secured by substantially all of the Company’s assets pursuant to a security agreement, dated November 22, 2013 (the “Security Agreement”), between the Company and the Investor. | |||||||
On March 24, 2014, the Company entered into a Convertible Promissory Note with Iconic Holdings, LLC (the “Iconic Note”) in which the Company has access to borrow a total principal amount of $165,000. All borrowings incur interest at a rate of 8% per annum, which is payable as of the maturity date of March 24, 2015. The initial borrowing made by the Company amounted to $55,000, which represents the amount outstanding on the Iconic Note as of March 31, 2014. At the option of the debt holder, the outstanding balance may be converted at any time into shares of the Company’s common stock at a conversion rate equal to the lower of $0.50 or 60% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days prior to conversion election date. | |||||||
On March 25, 2014, the Company entered into a convertible note agreement with KBM Worldwide, Inc. (the “KBM Note”) for total principal borrowings of $68,000, which represented the amount outstanding as of March 31, 2014. The amounts are due nine months after the issuance of the note on December 25, 2014, and bear interest at a rate of 8% per annum. At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the KBM Note into shares of the Company’s common stock at a conversion rate equal to 61% of the average of the lowest three closing trading prices during the 10 trading day period prior to the conversion election date. | |||||||
The above warrants issued with the Purchase Agreement have anti-dilution clauses that prevent calculation of the ultimate number of shares that may be issued upon exercise, and the Note, Promissory Note, Iconic Note and KBM Note balances described above have variable conversion features that similarly prevented the calculation of the number of shares into which they were convertible. As a result, the Company accounts for both the conversion feature associated with these notes and the warrants as derivatives. The Company values these warrants and conversion features using the binomial lattice method. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. | |||||||
The following summarizes the book value of the convertible notes payable outstanding as of March 31, 2014 and 2013. | |||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Principal balance of convertible notes payable outstanding | $ | 2,023,000 | $ | 1,795,000 | |||
Less: discount on convertible notes payable | (601,016) | (1,678,958) | |||||
Convertible notes payable, net | $ | 1,421,984 | $ | 116,042 | |||
Future scheduled maturities of these notes payable are as follows: | |||||||
Year Ended | |||||||
March 31, | |||||||
2015 | $ | 1,873,000 | |||||
2016 | 150,000 | ||||||
Total | $ | 2,023,000 | |||||
In connection with the Convertible Notes, the Company incurred debt issuance costs, which primarily represented commissions paid to acquire the debt. These costs have been capitalized and are being amortized through the maturity date of the notes. Since the issuance of the Convertible Notes began in February 2013, the Company has capitalized a total of $653,151 of debt issuance costs, including the fair value of 236,000 warrants issued on April 29, 2013 as commission. Amortization of these capitalized debt issuance costs amounted to $637,679 and $15,472 for the year ended March 31, 2014 and 2013, respectively, which is reflected as interest expense on the accompanying statement of operations. As of March 31, 2014 and 2013, the remaining amount of capitalized debt issuance costs amounted to $0 and $116,329, respectively, which are included as a component of other current assets and other assets on the accompanying balance sheets. | |||||||
6_Commitments_and_Contingencie
(6) Commitments and Contingencies | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Notes | ' | |||
(6) Commitments and Contingencies: | ' | |||
(6) Commitments and Contingencies: | ||||
Operating Leases | ||||
The Company leases its facilities under a rental agreement that expires in April 30, 2016. The rental agreement includes common area maintenance, property taxes and insurance. It also provided three months abatement of the base rent. The Company also leases two of its railcars under an operating lease agreement for a 36 month period that provides for minimum monthly rental payments of $28,000 that expires in August 2016. | ||||
Future annual minimum payments under these operating leases are as follows: | ||||
Years ending March 31, | ||||
2015 | $ | 480,882 | ||
2016 | 485,129 | |||
2017 | 152,457 | |||
Total | $ | 1,118,468 | ||
Rental expense under operating leases for the years ended March 31, 2014 and 2013 was $332,612 and $78,660, respectively. | ||||
Litigation | ||||
In the ordinary course of business, the Company may be or has been involved in legal proceedings from time to time. As of the date of this annual report, there have been no material changes to any legal proceedings relating to the Company which previously were not reported. |
7_Derivative_Instruments
(7) Derivative Instruments | 12 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Notes | ' | ||||||||||||||||||
(7) Derivative Instruments: | ' | ||||||||||||||||||
(7) Derivative Instruments: | |||||||||||||||||||
Excess Shares | |||||||||||||||||||
In connection with the private placement of Convertible Notes beginning in February 2013 (see Note 5), the Company became contingently obligated to issue shares in excess of the 200 million shares authorized by stockholders. Consequently, the ability to settle these obligations with shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability. | |||||||||||||||||||
The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split or anti-dilution, to have an issuance date to coincide with the event giving rise to the additional shares. | |||||||||||||||||||
Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to February 19, 2013 are classified as derivative liabilities. | |||||||||||||||||||
Other Derivatives | |||||||||||||||||||
The Company has certain warrants and notes payable with elements that qualify as derivatives. The warrants have anti-dilution clauses that prevent calculation of the ultimate number of shares that may be issued upon exercise, and two of the notes payable had a variable conversion feature that similarly prevented the calculation of the number of shares into which they were convertible. | |||||||||||||||||||
The derivative liability, as it relates to the different instruments, is shown in the following table: | |||||||||||||||||||
Year Ended March 31, 2014 | Year ended March 31, 2013 | ||||||||||||||||||
Conversion Feature | Conversion Feature | ||||||||||||||||||
of | of | ||||||||||||||||||
Warrants | Notes Payable | Total | Warrants | Notes Payable | Total | ||||||||||||||
Beginning balance, April 1 | $ | 1,663,394 | $ | 1,518,143 | $ | 3,181,537 | $ | 134,791 | $ | 35,708 | $ | 170,499 | |||||||
Additional issuances | 3,232,748 | 2,601,417 | 5,834,165 | 1,800,725 | 1,831,865 | 3,632,590 | |||||||||||||
Exercised/ converted | -33,829 | -307,693 | -341,522 | -172,591 | -178,495 | -351,086 | |||||||||||||
Reclassification to equity | -3,758,287 | -1,555,085 | -5,313,372 | - | - | - | |||||||||||||
Change in derivative liability | -898,778 | -1,264,012 | -2,162,790 | -99,531 | -170,935 | -270,466 | |||||||||||||
Ending balance, March 31 | $ | 205,248 | $ | 992,770 | $ | 1,198,018 | $ | 1,663,394 | $ | 1,518,143 | $ | 3,181,537 | |||||||
The derivative liability was valued using the binomial lattice method with the following inputs. | |||||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||||
31-Mar-14 | 31-Mar-13 | ||||||||||||||||||
Expected life in years | 0.13 - 9.41 years | 0.36 - 5.1 years | |||||||||||||||||
Stock price volatility | 112.3% - 347.2% | 46.8% - 191.5% | |||||||||||||||||
Discount rate | 0.03% - 2.59% | 0.05% - 0.91% | |||||||||||||||||
Expected dividends | None | None | |||||||||||||||||
Forfeiture rate | 0% | 0% |
8_Equity
(8) Equity | 12 Months Ended | ||
Mar. 31, 2014 | |||
Notes | ' | ||
(8) Equity: | ' | ||
(8) Equity: | |||
Common Stock | |||
The Company is authorized to issue 200,000,000 shares of common stock and no other class of stock at this time. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available therefore subject to the prior rights of holders of any outstanding shares of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or other subscription rights and no right to convert their common stock into any other securities. | |||
During the year ended March 31, 2014, the Company issued an aggregate of 4,410,747 shares of common stock for the conversion of $2,845,411 in convertible notes payable and accrued interest. The conversion of debt into stock resulted in a debt conversion expense of $2,217,878 (see Note 5). This included 200,000 shares of common stock for the conversion of a $200,000 convertible note payable held by a related party entity owned by a Director of the Company. During the year ended March 31, 2013, the Company issued an aggregate of 1,682,050 shares of common stock for the conversion of $2,056,106 of outstanding notes payable and accrued interest. | |||
During the year ended March 31, 2014, the Company issued an aggregate of 728,143 shares of common stock as payment for services, directors’ and employee compensation resulting in total expense of $644,540. During the year ended March 31, 2013, the Company issued an aggregate of 463,868 shares of common stock as payment for services, directors’ and employee compensation resulting in an expense of $1,538,677. The fair value of the directors’ and employees’ service was determined by the closing price of the stock on date of grant and board of director minutes authorizing the shares. | |||
During the year ended March 31, 2014 and 2013, the Company issued 9,823 and 45,000 shares of common stock, respectively, for the exercise of warrants. | |||
During the year ended March 31, 2014, the Company sold an aggregate total of 600,000 shares of common stock for total proceeds of $275,000, including 350,000 shares of common stock to a director of the Company for total proceeds of $175,000. During the year ended March 31, 2013, the Company issued 2,282,000 shares of common stock as part of a private placement for total proceeds of $2,282,000. | |||
During the year ended March 31, 2014, the Company exchanged 2,875,650 outstanding warrants for 2,586,835 shares of common stock. Under the guidance in FASB ASC 718-20-35, the Company compared the fair value of the shares of common stock issued to the fair value of the warrants exchanged. To the extent that the fair value of the shares issued exceeded the value of the warrants as of the exchange dates, the Company recorded additional compensation costs. This resulted in the Company recording an additional $595,042 of expense during the year ended March 31, 2014, which is reflected as a component of compensation and payroll taxes in the accompanying statement of operations. | |||
Warrants | |||
During the year ended March 31, 2014, the Company issued an aggregate of 880,000 warrants in connection with the Convertible Notes issued during the period, as well as 236,000 warrants for the payment of commissions associated with acquiring the Convertible Notes. The Company also issued 300,000 warrants in connection with the senior convertible promissory note granted on November 22, 2013, which have been accounted for as derivative liabilities (see Note 7). During the year ended March 31, 2013, the Company issued an aggregate of 1,800,000 warrants in connection with the Convertible Notes issued during the period. | |||
During the year ended March 31, 2014, the Company issued an additional 125,000 warrants as payment of directors’ services. The warrants were accounted for as derivative liabilities prior to the reverse stock split on December 2, 2013. The warrants are exercisable into shares of the Company’s common stock at exercise prices between $2 and $3 per share. | |||
During the year ended March 31, 2013, the Company issued an aggregate total of 1,124,842 warrants for services and the purchase of fixed assets. The warrants issued during the year ended March 31, 2013 resulted in an aggregate of $1,201,370 of expense, as well as an increase to property and equipment of $12,763 for the purchase of transportation equipment. These warrants are exercisable into shares of the Company’s common stock at exercise prices ranging from $1.00 to $11.00 per share. | |||
The following summarizes the Company's warrant activity during the years ended March 31, 2014 and 2013. | |||
Warrants | |||
Outstanding - March 31, 2012 | 116,309 | ||
Granted | 2,924,842 | ||
Exercised | (45,000) | ||
Cancelled | (71,309) | ||
Outstanding - March 31, 2013 | 2,924,842 | ||
Granted | 1,541,000 | ||
Exercised | (20,350) | ||
Cancelled | (2,875,650) | ||
Outstanding - March 31, 2014 | 1,569,842 | ||
9_Share_Based_Compensation
(9) Share Based Compensation | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
(9) Share Based Compensation: | ' |
(9) Share Based Compensation: | |
Stock-Option Plan | |
The Company’s 2011 Stock Option Plan provides for the grant of 1,000,000 incentive or non-statutory stock options to purchase common stock. Employees, who share the responsibility for the management growth or protection of the business of the Company and certain non-employees, are eligible to receive options which are approved by a committee of the Board of Directors. These options vest over five years and are exercisable for a ten-year period from the date of the grant. | |
As of March 31, 2014, the Company had 100,000 options outstanding at an exercise price of $10.00 per share. These options were fully vested as of March 31, 2013, and therefore there no further compensation cost was recorded during the year ended March 31, 2014. Stock option compensation cost recorded during the year ended March 31, 2013 amounted to $80,524. No options were granted or exercised during the years ended March 31, 2014 and 2013. The outstanding options will expire in November 2018. | |
Employment Agreements | |
The Company has an employment agreement with Michael Barron, the CEO and President of the Company, which provides for an annual salary of $180,000. Base salary will be increased to $300,000 based upon receipt of significant corporate or public funding. In addition, Mr. Barron is entitled to receive an incentive or performance bonus as follows: 1) Upon the Company’s execution of a definitive agreement with AMTRAK, Mr. Barron shall be granted 50,000 shares, 2) Upon the Company’s execution of a definitive agreement with BNSF, Mr. Barron shall be granted 25,000 shares, 3) Upon the Company’s execution of a definitive agreement with Union Pacific, Mr. Barron shall be granted 25,000 shares, 4) Upon the Company’s execution of a definitive agreement with a rail car provider, Mr. Barron shall be granted 25,000 shares, 5) Upon the Company’s completion of its operation of its first train between Los Angeles and Las Vegas, Mr. Barron shall be granted 75,000 shares. He is also entitled to a car allowance of $1,000 per month. His employment agreement provides that if we terminate him without cause, he is entitled to receive a lump sum payment equal to twice his annual salary plus the present value of a performance bonus computed on the basis that we achieve all of our performance targets. Mr. Barron’s employment agreement commenced as of February 1, 2012. | |
The Company has an employment agreement with Wanda Witoslawski which requires her to perform the duties of Chief Financial Officer and Treasurer of the Company for the duration of the employment agreement. During the term of this Agreement, the Company agrees to pay Ms. Witoslawski a base salary at the rate of $120,000 per year. Base salary will be increased to $200,000 per year based only upon receipt of significant corporate or public funding. Additionally, a total of 50,000 shares per year will be vested quarterly, in arrears, for a total period of 3 years for a total of 150,000 shares. In addition, Mrs. Witoslawski is entitled to receive an incentive or performance bonus as follows: 1) Upon the Company‘s execution of a definitive agreement with AMTRAK, Ms. Witoslawski shall be granted 25,000 shares, 2) Upon the Company’s execution of a definitive agreement with BNSF, Ms. Witoslawski shall be granted 12,500 shares, 3) Upon the Company’s execution of a definitive agreement with Union Pacific, Ms. Witoslawski shall be granted 12,500 shares, 4) Upon the Company’s execution of a definitive agreement with a rail car provider, Ms. Witoslawski shall be granted 12,500 shares, 5) Upon the Company’s completion of its operation of its first train between Los Angeles and Las Vegas, Ms. Witoslawski shall be granted 62,500 shares. She is also entitled to a car allowance of $500 per month. Her employment agreement provides that if we terminate her without cause, she is entitled to receive a lump sum payment equal to twice her annual salary plus the present value of a performance bonus computed on the basis that we achieve all of our performance targets. Mrs. Witoslawski’s employment agreement commenced as of February 1, 2012. | |
Due to the change in the Company’s business model, it is not probable for the stock to be issued under the above agreements. Therefore, no further compensation cost is being recorded for the bonus shares to be issued to Mr. Barron and Ms. Witoslawski. | |
Our employment agreement with Penny White requires her to perform the duties of President and Chief Operating Officer of the Company for the duration of the employment agreement. During the term of this Agreement, the Company agrees to pay Ms. White a base salary at the rate of $150,000 per year. Additionally, a total of 1 million shares per year will be vested quarterly, in arrears, for a total period of 3 years for a total of 3 million shares. Her employment agreement provides that if we terminate her without cause, she is entitled to receive a lump sum payment equal to twice her annual salary plus the present value of a performance bonus computed on the basis that we achieve all of our performance targets. Mrs. White’s employment agreement commenced as of August 15, 2012. As of March 31, 2014, there is a total of $240,833 in unrecognized stock-based compensation expense relating to this employment agreement. | |
10_Income_Taxes
(10) Income Taxes | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Notes | ' | ||||||
(10) Income Taxes: | ' | ||||||
(10) Income Taxes: | |||||||
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carry forwards. The tax effects of significant items comprising the Company’s deferred taxes as of March 31, 2014 and 2013 are as follows: | |||||||
March 31, | March 31, | ||||||
Deferred tax assets | 2014 | 2013 | |||||
Net operating loss carryforward | $ | 10,732,493 | $ | 7,470,147 | |||
Share based compensation | 600,019 | 477,373 | |||||
Warrants issued in connection with debt | 567,839 | 567,839 | |||||
Valuation allowance | (11,900,351) | (8,515,359) | |||||
Net deferred tax assets | $ | - | $ | - | |||
Deferred tax liabilities | |||||||
Goodwill | $ | - | $ | 55,914 | |||
Net deferred tax liabilities | - | 55,914 | |||||
A reconciliation of the provision for income taxes with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes for the years ended March 31, 2014 and 2013 are as follows: | |||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Income tax benefit from continuing operations computed at the Federal statutory rate of 34% | $ | (4,293,269) | $ | (2,463,568) | |||
Income tax expense from discontinued operations computed at the Federal statutory rate of 34% | - | 163,097 | |||||
Increase in valuation allowance | 3,384,992 | 2,226,526 | |||||
Other | 852,363 | 73,945 | |||||
Amortization of goodwill | - | 13,571 | |||||
(Benefit from) provision for income taxes | $ | (55,914) | $ | 13,571 | |||
ASC 740 requires that the tax benefit of net operating losses carry forwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry forward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a 100% valuation allowance against the asset amounts. | |||||||
Any uncertain tax positions would be related to tax years that remain open and subject to examination by the relevant tax authorities. The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of the year end March 31, 2014 or 2013. The Company has not accrued for interest or penalties associated with unrecognized tax liabilities. | |||||||
As of March 31, 2014, the Company had federal net operating loss carry forwards of approximately 31,600,000$31.6 million, which may be available to offset future taxable income for tax purposes. These net operating loss carry forwards begin to expire in 2027 through 2032. This carry forward may be limited upon the ownership change under IRC Section 382. |
11_Relatedparty_Transactions
(11) Related-party Transactions | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
(11) Related-party Transactions: | ' |
(11) Related-Party Transactions: | |
Michael A. Barron, the CEO and President of the Company, is a 100% owner and President of Allegheny Nevada Holdings Corporation, “Allegheny”. The Company was indebted to Allegheny by a certain promissory note, dated January 6, 2009, of which Allegheny loaned the Company funds for working capital needs. As of March 31, 2014 and 2013, the balance of the note was $0 and $124,301, respectively. This note was included in liabilities of discontinued operations on the balance sheet. During the year ended March 31, 2014, the Company paid $124,301 to pay off principal balance and $27,272 for interest at the rate of 10%. | |
On November 23, 2009, the Company entered into an Asset Purchase Agreement with Las Vegas Railway Express, a Nevada Corporation, of which Allegheny was owner of 28.6% and Mr. Barron is a 28.6% owner, independent of Allegheny. On January 21, 2010, by shareholder approval the Company acquired Las Vegas Railway Express for 1,000,000 shares of the Company’s stock, of which 200,000 were issued on April 23, 2010. The remaining 800,000 shares were issued on August 15, 2012. | |
Dianne David Barron, the Company’s Manager of Station Development is the spouse of the CEO, Michael A. Barron and receives an annual salary of $96,000. | |
Joseph Cosio-Barron, former President, Secretary and Director of the Company is a 100% owner of CBS Consultants “CBS”, a Nevada Corporation. CBS had a 22.9% ownership of Las Vegas Railway Express at the time of acquisition on October 1, 2009, the Company entered into a promissory note with Mr. Cosio-Barron for $86,709. The Company converted 867,085 shares of the Company’s stock at $0.05 per share, resulting in a balance at March 31, 2014 and 2013 of $0 and $69,740, respectively. This note was included in liabilities of discontinued operations on the balance sheet. During the year ended March 31, 2014, the Company paid $69,740 to pay off principal balance and $14,592 for interest at the rate of 10%. | |
Gilbert H. Lamphere, a Director of the Company, is a partner of FlatWorld Capital, a company that entered into Advisory Agreement with Las Vegas Railway Express, Inc. As compensation FlatWorld Capital was issued 494,396 warrants which are exercisable into shares of common stock at exercise prices ranging from $2 to $11 per share. | |
During the year ended March 31, 2014, the Company issued an additional 125,000 warrants as payment of directors’ services. The warrants are exercisable into shares of the Company’s common stock at exercise prices between $2 and $3 per share. The Company also issued 200,000 shares of common stock for the conversion of a $200,000 convertible note payable held by a related party entity owned by a Director of the Company. | |
During the year ended March 31, 2014, the Company incurred $53,822 of legal and administrative expenses relating to the formation of a limited partnership, of which the Company holds a 20% interest and is the general partner. | |
John H. Marino, a former Director of the Company through March 10, 2014, is a 100% owner of Transportation Management Services, Inc., a company that entered into consulting agreement with the Company. During the year ended March 31, 2013 Transportation Management Services, Inc. was issued 30,000 shares of common stock, as well as $13,500 in cash, which resulted in total consulting expense of $43,500. During the year ended March 31, 2014, the Company issued Transportation Management Services, Inc. 13,125 shares of common stock as payment for services provided which resulted in consulting expense of $10,500. During the year ended March 31, 2013, the Company acquired four of its railcars from Transportation Management Services, Inc. for a total purchase price of $29,000, along with warrants to purchase 6,050 shares of common stock which were valued at $12,763. |
12_Discontinued_Operations
(12) Discontinued Operations | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Notes | ' | ||||||
(12) Discontinued Operations | ' | ||||||
(12) Discontinued Operations: | |||||||
Prior to January 21, 2010, the Company had been actively engaged in acquiring underperforming mortgage loan portfolios and generating revenues from re-performing, sale of loans and fee revenue. As of January 21, 2010, the Company changed its primary business and abandoned the prior business. Accordingly, the assets and liabilities and results of operation related to this business have been classified as discontinued operations in the financial statements for all periods presented. During the year ended March 31, 2014 and 2013, the Company had net income from discontinued operations of $0 and $476,766, respectively, which resulted from the write down of payables. | |||||||
The following table summarizes the liabilities classified as discontinued operations in the accompanying balance sheets: | |||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Notes payable, related party | $ | - | $ | 194,041 | |||
$ | - | $ | 194,041 | ||||
The Company entered into forbearance agreements with investors holding the notes that are included in liabilities to be disposed of. The outstanding balance of the notes were fully paid by March 31, 2014. | |||||||
13_Subsequent_Events
(13) Subsequent Events | 12 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
(13) Subsequent Events | ' |
(13) Subsequent Events | |
(1)On April 1, 2014, the Company issued stock options to 5 employees and members of management that entitle the employees to a combined 20% of the total issued and outstanding common shares. The Company also issued stock options to directors as compensation which provides for the purchase of an aggregate total of 2,400,000 shares of common stock. All options granted have an exercise price of $0.0001 per share. The stock options are fully vested on the date of issuance and have a contractual life of 5 years. Subsequent to the year ended March 31, 2014, the Company issued an aggregate total of 5,144,054 shares of common stock for the exercise of options. | |
(2)On April 2, 2014, the Company entered issued a convertible promissory note for $100,000 with a maturity date of October 2, 2014. The note is convertible into shares of the Company’s common stock at a discount of 42% of the lowest traded price during the 5 trading days preceding the conversion date. | |
(3)On April 11, 2014, the Company entered into a Note Exchange Agreement with the debt holder holding the $1,750,000 senior secured convertible promissory note originally issued on November 22, 2013 under the Purchase Agreement (see Note 5). Under the terms of the Note Exchange Agreement, the original senior secured convertible promissory note is cancelled and replaced with a new note for $2,000,000. The new note matures on November 30, 2014, bears interest at the rate of 10% per year payable on maturity in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at a conversion price equal to $0.45, subject to adjustments in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the conversion price then in effect. Under the new note, the Company’s obligations are secured by substantially all of the Company’s assets, excluding any railcar assets. | |
(4)On April 14, 2014, the Company entered into a securities purchase agreement with Ascendiant Capital Partners. LLC (“Ascendiant”) whereby the Company may sell to Ascendiant up to 10,000,000$10 million worth of the Company’s common stock on a private placement basis. Upon entering into the securities purchase agreement, the Company issued Ascendiant 1,250,000 shares of common stock as a commitment fee. On June 24, 2014 the Company terminated the securities purchase agreement with Ascendiant. | |
(5)On April 17, 2014, the Company issued a convertible note payable providing for borrowings up to $250,000 with a maturity date of April 17, 2016. The note has a one-time interest charge of 12% and is due on the maturity date. The outstanding balance of the note along with accrued interest is convertible into shares of the Company’s common stock at a rate equal to the lesser of $0.25 or 60% of the lowest trade occurring during the 25 trading days preceding the conversion date. The Company received borrowings under this convertible note payable of $50,000 in April 2014. | |
(6)On April 23, 2014, the Company entered into an Assignment and Use Agreement with Santa Fe Southern Railroad (“SFSR”) with a term of 5 years, pursuant to which SFSR granted the Company exclusivity to manage and control all aspects of Excursion Services and special Event Services between Lamy and Santa Fe, New Mexico. Under the terms of the agreement, the Company will pay for the cost of repairs of the tracks and equipment up to a sum of $250,000. The Company and SFSR have further agreed to enter into a lease agreement for certain equipment and a service agreement to allow the Company to operate certain equipment on existing SFSR tracks. | |
(7)On April 30, 2014, the Company entered into a convertible note payable providing for total borrowings of $250,000, which is payable in 3 installments of $83,333, one upon execution of the note, one due one month after execution, and one due two months after execution. Interest on the note equals 10% of the total principal balance, regardless of how long the note is outstanding for. The Company received payments of $83,333 on May 5, 2014 and on May 30, 2014. The convertible note matures 6 months after the issuance, at which point the outstanding principal and interest is due. | |
(8)On May 6, 2014, the Company entered into a convertible note payable providing for total borrowings of $32,500 which accrue interest at a rate of 8% per annum. The convertible note matures and is due in full on February 12, 2015 along with any unpaid accrued interest. The outstanding principal and accrued interest is convertible into shares of common stock at the option of the holder at a conversion rate equal to 61% of the average of the lowest 3 trading prices during the 10 trading days prior to the conversion. | |
(9)On May 12, 2014, the Company entered into a secured convertible promissory note providing for total borrowings up to $335,000 which accrue interest at a rate of 10% per annum. All outstanding borrowings mature and are due in 20 months from the issuance date. The Company received an initial payment of $87,500 on the note issuance date. The outstanding principal and interest is convertible into shares of common stock at the option of the holder at a conversion rate equal to the lesser of $0.35 per share or 60% of the average of the 3 lowest closing bid prices in the 20 trading days preceding the conversion date. If the average of the 3 lowest closing bid prices is less than $0.10, then the conversion factor is reduced from 60% to 55%. The debt holder was also issued warrants on May 12, 2014 in connection with this note payable granting the right to purchase a number of common stock shares equal to $167,500 divided by the market price (defined as the higher of the closing price on the issuance date or the volume weighted average price of the stock for the trading day that is 2 days prior to the exercise date) at an exercise price of $0.35 per share. | |
(10)On May 28, 2014, the Company issued into a convertible promissory note providing for borrowings of $125,000. The convertible promissory note matures on August 28, 2014, at which point the Company owes $187,500 which includes a total of $62,500 in interest expense. The outstanding amounts are convertible into shares of common stock at the option of the holder at a conversion rate equal to 60% of the lowest traded price during the prior 20 trading days from the date of the conversion. | |
(11)On June 13, 2014, the Company issued convertible debenture providing for total borrowing of $55,000 which accrue interest at the rate of 12% per annum. All borrowings mature and are due in one year from the issuance date. The debenture is convertible into shares of common stock at the option of the holder at the conversion rate lesser of 55% discount of the lowest closing bid price during the 25 trading days prior to the date of notice conversion or $0.25 per share. | |
(12)Subsequent to the year ended March 31, 2014, the Company issued 90,000 shares of common stock to a consultant pursuant to a consulting agreement and 50,000 shares to an employee pursuant to an employment agreement. | |
(13)Subsequent to the year ended March 31, 2014, the Company issued 585,000 shares of common stock for the partial conversion of convertible notes payable and interest outstanding at March 31, 2014. The Company also issued 18,741 shares of common stock as payment of accrued interest on note payables and 646,176 shares of common stock as a payment for aged accounts payables. |
2_Summary_of_Significant_Accou1
(2) Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Basis of Presentation: | ' |
Basis of Presentation: | |
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |
Effective on December 2, 2013, the Company executed a one-for-twenty reverse split of the Company’s issued and outstanding shares of common stock. All references to number of shares and per share amounts included in this report give effect to the reverse stock split. |
2_Summary_of_Significant_Accou2
(2) Summary of Significant Accounting Policies: Going Concern (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Going Concern: | ' |
Going Concern: | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net losses of $13,052,020 and $6,766,091 for the years ended March 31, 2014 and 2013, respectively. The Company also has an accumulated deficit of $31,627,643 and a negative working capital of $2,736,886 as of March 31, 2014, as well as outstanding convertible notes payable of $2,023,000, of which $1,750,000 is due on June 30, 2014. Management believes that it will need additional equity or debt financing to be able to implement the business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern. | |
Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. | |
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
2_Summary_of_Significant_Accou3
(2) Summary of Significant Accounting Policies: Risks and Uncertainties (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Risks and Uncertainties: | ' |
Risks and Uncertainties: | |
The Company generates no revenues. The Company operates in an industry that is subject to intense competition and potential government regulations. Significant changes in regulations and the inability of the Company to establish contracts with rail services providers could have a materially adverse impact on the Company’s operations. |
2_Summary_of_Significant_Accou4
(2) Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Use of Estimates: | ' |
Use of Estimates: | |
The preparation of financial statements in conformity with GAAP requires management to make 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 reported periods. Amounts could materially change in the future. |
2_Summary_of_Significant_Accou5
(2) Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Cash and Cash Equivalents: | ' |
Cash and Cash Equivalents: | |
The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. |
2_Summary_of_Significant_Accou6
(2) Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Property and Equipment: | ' |
Property and Equipment: | |
Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. The Company expenses all purchases of equipment with individual costs of under $500, and these amounts are not material to the financial statements. |
2_Summary_of_Significant_Accou7
(2) Summary of Significant Accounting Policies: Intangible Assets (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Intangible Assets: | ' |
Intangible Assets: | |
Goodwill represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from the acquisition of Las Vegas Railway Express on January 21, 2010. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. As required by the “Intangibles – Goodwill and Other” topic of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), the Company conducted an analysis of the goodwill on March 31, 2014. Due to the Company’s changes in the business model during the year ended March 31, 2014, management has determined the goodwill has been fully impaired as of March 31, 2014. As a result, for the fiscal year ending March 31, 2014, the Company recorded an impairment loss of $843,697 in the accompanying statement of operations. |
2_Summary_of_Significant_Accou8
(2) Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Long-lived Assets: | ' |
Long-Lived Assets: | |
In accordance with FASB ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. During the year ended March 31, 2014, the Company determined that $98,172 of capitalized costs relating to the construction of a proposed train station in North Las Vegas were impaired a result in the change in the Company’s business plan. These amounts have been expensed and included as a component of professional fees during the year ended March 31, 2014. |
2_Summary_of_Significant_Accou9
(2) Summary of Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Basic and Diluted Loss Per Share: | ' |
Basic and Diluted Loss Per Share: | |
In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per common share is computed by dividing the net loss available to common stockholders after preferred stock dividends, by the weighted average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. Common stock equivalents have not been included in the diluted earnings per share computation for the years ended March 31, 2014 and 2013 as the amounts are anti-dilutive. As of March 31, 2014 and 2013, the Company had 100,000 outstanding options which were excluded from the computation of net loss per share because they are anti-dilutive. As of March 31, 2014 and 2013, the Company also had convertible debt that is convertible into 5,339,132 and 1,795,000 shares, respectively, of common stock which was excluded from the computation. As of March 31, 2014 and 2013, the Company had 1,569,842 and 2,924,842 outstanding warrants, respectively, which were also excluded from the computation because they were anti-dilutive. |
Recovered_Sheet1
(2) Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Income Taxes: | ' |
Income Taxes: | |
The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. | |
Prior to the impairment of the goodwill as of March 31, 2014, the Company’s goodwill was deductible for tax purposes. This difference created a deferred tax liability, which could not be matched with the Company’s deferred tax asset. As a result, the Company was not able to net the deferred tax liability with its net operating loss carryforward, and therefore recorded a deferred tax liability to reflect the future non-deductibility of its goodwill asset. The deferred tax liability at March 31, 2013 was $55,914. Upon the impairment of the goodwill as of March 31, 2014, the deferred tax liability no longer existed and amounted to $0 as of March 31, 2014. | |
The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of March 31, 2014 and 2013, the Company has not established a liability for uncertain tax positions. |
Recovered_Sheet2
(2) Summary of Significant Accounting Policies: Share Based Payment (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Share Based Payment: | ' |
Share Based Payment: | |
The Company issues stock, options and warrants as share-based compensation to employees and non-employees. | |
The Company accounts for its share-based compensation to employees in accordance FASB ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. | |
The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated and the percentage of completion is applied to that estimate to determine the cumulative expense recorded. | |
The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. | |
The Company values stock options and warrants that do not qualify as derivative instruments using the Black-Scholes option pricing model. There were no options issued during the years ended March 31, 2014 or 2013. There were no warrants valued using the Black-Scholes model during the year ended March 31, 2014. | |
Certain warrants qualify as derivative instruments and are valued using the binomial lattice method. See discussion below regarding accounting for derivative liabilities. |
Recovered_Sheet3
(2) Summary of Significant Accounting Policies: Derivative Liabilities (Policies) | 12 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Derivative Liabilities | ' |
Derivative Liabilities: | |
In connection with the private placement of Convertible Notes beginning in February 2013, the Company became contingently obligated to issue shares of common stock in excess of the 200 million authorized under the Company’s certificate of incorporation. Consequently, the ability to settle these obligations with shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability. | |
The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. | |
Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued on and subsequent to November 30, 2012 had been accounted for as derivative liabilities. | |
On December 2, 2013, the Company effected a one-for-twenty reverse stock split of the Company’s issued and outstanding common stock shares. As a result, the Company’s outstanding shares of common stock and common stock equivalents no longer exceeded the number of authorized shares. As a result, as of December 2, 2013, these instruments that were accounted for as derivative liabilities were reclassified as equity. | |
The Company also has certain warrants and embedded conversion options in notes payable with elements that qualify as derivatives. The warrants have anti-dilution clauses that prevent calculation of the ultimate number of shares that may be issued upon exercise, and four outstanding notes payable that had a variable conversion feature that similarly prevented the calculation of the number of shares into which they were convertible. | |
The Company values these warrants and embedded conversion options in notes payable using the binomial lattice method. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations (see Note 7). |
Recovered_Sheet4
(2) Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Policies | ' | ||||||||||||
Fair Value of Financial Instruments: | ' | ||||||||||||
Fair Value of Financial Instruments: | |||||||||||||
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, notes payable and derivative liabilities. Derivative liabilities are recorded at fair value. The principal balance of notes payable approximates fair value because current interest rates and terms offered to the Company for similar debt are substantially the same. | |||||||||||||
FASB ASC 820 defines fair value, establishes a framework for measuring fair value, in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||
Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. | |||||||||||||
The Company used Level 3 measurements in computing the fair value of goodwill, which was fully impaired on March 31, 2014. | |||||||||||||
Fair value hierarchy for recurring fair value measurements is as follows: | |||||||||||||
Fair Value | Fair Value Measurements at March 31, 2014 | ||||||||||||
as of | Using Fair Value Heirarchy | ||||||||||||
31-Mar-14 | Level 1 | Level 2 | Level 3 | ||||||||||
Liabilities: | |||||||||||||
Derivative liability | $ | 1,138,477 | $ | - | $ | 1,138,477 | $ | - |
Recovered_Sheet5
(2) Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Fair Value, Assets Measured on Recurring Basis (Tables) | 12 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Tables/Schedules | ' | ||||||||||||
Fair Value, Assets Measured on Recurring Basis | ' | ||||||||||||
Fair Value | Fair Value Measurements at March 31, 2014 | ||||||||||||
as of | Using Fair Value Heirarchy | ||||||||||||
31-Mar-14 | Level 1 | Level 2 | Level 3 | ||||||||||
Liabilities: | |||||||||||||
Derivative liability | $ | 1,138,477 | $ | - | $ | 1,138,477 | $ | - |
3_Property_and_Equipment_Sched
(3) Property and Equipment: Schedule of Other Assets, Noncurrent (Tables) | 12 Months Ended | |||||
Mar. 31, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Other Assets, Noncurrent | ' | |||||
March 31, | March 31, | |||||
2014 | 2013 | |||||
Office equipment | $ | 61,611 | $ | 40,921 | ||
Computer software | 24,167 | 14,192 | ||||
Transportation equipment under construction | 621,802 | 354,557 | ||||
707,580 | 409,670 | |||||
Less: accumulated depreciation | (23,173) | (15,881) | ||||
$ | 684,407 | $ | 393,789 |
4_Notes_Payable_Schedule_of_Lo
(4) Notes Payable: Schedule of Long-term Debt Instruments (Tables) | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Long-term Debt Instruments | ' | ||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Secured promissory notes, dated May 17, 2011 through | |||||||
May 17, 2012 to an investor bearing interest at 8% per annum, | |||||||
payable on May 17, 2012. The Company is in default on this note. | $ | 13,333 | $ | 13,333 | |||
Total outstanding notes payable | $ | 13,333 | $ | 13,333 |
5_Convertible_Notes_Payable_Sc
(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Convertible Notes Payable | ' | ||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Principal balance of convertible notes payable outstanding | $ | 2,023,000 | $ | 1,795,000 | |||
Less: discount on convertible notes payable | (601,016) | (1,678,958) | |||||
Convertible notes payable, net | $ | 1,421,984 | $ | 116,042 |
5_Convertible_Notes_Payable_Sc1
(5) Convertible Notes Payable: Schedule of Future Maturities of Notes Payable (Tables) | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Tables/Schedules | ' | |||
Schedule of Future Maturities of Notes Payable | ' | |||
Year Ended | ||||
March 31, | ||||
2015 | $ | 1,873,000 | ||
2016 | 150,000 | |||
Total | $ | 2,023,000 |
6_Commitments_and_Contingencie1
(6) Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended | |||
Mar. 31, 2014 | ||||
Tables/Schedules | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
Years ending March 31, | ||||
2015 | $ | 480,882 | ||
2016 | 485,129 | |||
2017 | 152,457 | |||
Total | $ | 1,118,468 |
7_Derivative_Instruments_Sched
(7) Derivative Instruments: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||||||||||||||||
Year Ended March 31, 2014 | Year ended March 31, 2013 | ||||||||||||||||||
Conversion Feature | Conversion Feature | ||||||||||||||||||
of | of | ||||||||||||||||||
Warrants | Notes Payable | Total | Warrants | Notes Payable | Total | ||||||||||||||
Beginning balance, April 1 | $ | 1,663,394 | $ | 1,518,143 | $ | 3,181,537 | $ | 134,791 | $ | 35,708 | $ | 170,499 | |||||||
Additional issuances | 3,232,748 | 2,601,417 | 5,834,165 | 1,800,725 | 1,831,865 | 3,632,590 | |||||||||||||
Exercised/ converted | -33,829 | -307,693 | -341,522 | -172,591 | -178,495 | -351,086 | |||||||||||||
Reclassification to equity | -3,758,287 | -1,555,085 | -5,313,372 | - | - | - | |||||||||||||
Change in derivative liability | -898,778 | -1,264,012 | -2,162,790 | -99,531 | -170,935 | -270,466 | |||||||||||||
Ending balance, March 31 | $ | 205,248 | $ | 992,770 | $ | 1,198,018 | $ | 1,663,394 | $ | 1,518,143 | $ | 3,181,537 |
7_Derivative_Instruments_Deriv
(7) Derivative Instruments: Derivative liability fair value assumptions (Tables) | 12 Months Ended | ||||
Mar. 31, 2014 | |||||
Tables/Schedules | ' | ||||
Derivative liability fair value assumptions | ' | ||||
Year Ended | Year Ended | ||||
31-Mar-14 | 31-Mar-13 | ||||
Expected life in years | 0.13 - 9.41 years | 0.36 - 5.1 years | |||
Stock price volatility | 112.3% - 347.2% | 46.8% - 191.5% | |||
Discount rate | 0.03% - 2.59% | 0.05% - 0.91% | |||
Expected dividends | None | None | |||
Forfeiture rate | 0% | 0% |
8_Equity_Schedule_of_Warrant_A
(8) Equity: Schedule of Warrant Activity (Tables) | 12 Months Ended | ||
Mar. 31, 2014 | |||
Tables/Schedules | ' | ||
Schedule of Warrant Activity | ' | ||
Warrants | |||
Outstanding - March 31, 2012 | 116,309 | ||
Granted | 2,924,842 | ||
Exercised | (45,000) | ||
Cancelled | (71,309) | ||
Outstanding - March 31, 2013 | 2,924,842 | ||
Granted | 1,541,000 | ||
Exercised | (20,350) | ||
Cancelled | (2,875,650) | ||
Outstanding - March 31, 2014 | 1,569,842 | ||
10_Income_Taxes_Schedule_of_De
(10) Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||
March 31, | March 31, | ||||||
Deferred tax assets | 2014 | 2013 | |||||
Net operating loss carryforward | $ | 10,732,493 | $ | 7,470,147 | |||
Share based compensation | 600,019 | 477,373 | |||||
Warrants issued in connection with debt | 567,839 | 567,839 | |||||
Valuation allowance | (11,900,351) | (8,515,359) | |||||
Net deferred tax assets | $ | - | $ | - | |||
Deferred tax liabilities | |||||||
Goodwill | $ | - | $ | 55,914 | |||
Net deferred tax liabilities | - | 55,914 |
10_Income_Taxes_Schedule_of_Ef
(10) Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Income tax benefit from continuing operations computed at the Federal statutory rate of 34% | $ | (4,293,269) | $ | (2,463,568) | |||
Income tax expense from discontinued operations computed at the Federal statutory rate of 34% | - | 163,097 | |||||
Increase in valuation allowance | 3,384,992 | 2,226,526 | |||||
Other | 852,363 | 73,945 | |||||
Amortization of goodwill | - | 13,571 | |||||
(Benefit from) provision for income taxes | $ | (55,914) | $ | 13,571 |
12_Discontinued_Operations_Sch
(12) Discontinued Operations: Schedule of Liabilities Classified As Discontinued Operations (Tables) | 12 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Liabilities Classified As Discontinued Operations | ' | ||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Notes payable, related party | $ | - | $ | 194,041 | |||
$ | - | $ | 194,041 |
Recovered_Sheet6
(2) Summary of Significant Accounting Policies: Going Concern (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Net loss | $13,052,020 | $6,766,091 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 31,627,643 | ' |
Negative Working Capital | 2,736,886 | ' |
Principal balance of convertible notes payable outstanding | $2,023,000 | $1,795,000 |
Recovered_Sheet7
(2) Summary of Significant Accounting Policies: Intangible Assets (Details) (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
Details | ' |
Impairment loss | $843,697 |
Recovered_Sheet8
(2) Summary of Significant Accounting Policies: Long-lived Assets (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Professional fees | $1,873,146 | $1,616,524 |
Construction of a proposed train station | ' | ' |
Professional fees | $98,172 | ' |
Recovered_Sheet9
(2) Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Nov. 08, 2012 | ||
Deposit Assets | ' | ' | $600,000 | [1] |
Selling, general and administrative | 1,709,461 | 651,503 | ' | |
Deposit with Union Pacific | ' | ' | ' | |
Selling, general and administrative | 600,000 | ' | ' | |
Letter of Credit | ' | ' | ' | |
Short-term Debt | ' | ' | $27,444,145 | |
[1] | The Company is required to meet certain financial conditions, including the provision of a letter of credit in favor of Union Pacific in the amount of $27,444,145 on or before March 31, 2013. Failure to meet the conditions specified in the agreement will result in the Company losing the $600,000 deposit. |
Recovered_Sheet10
(2) Summary of Significant Accounting Policies: Basic and Diluted Loss Per Share (Details) | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 |
Details | ' | ' | ' |
Options Outstanding | 100,000 | 100,000 | ' |
Share Issued for convertible debt | 5,339,132 | 1,795,000 | ' |
Warrants Outstanding | 1,569,842 | 2,924,842 | 116,309 |
Recovered_Sheet11
(2) Summary of Significant Accounting Policies: Income Taxes (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Details | ' | ' |
Deferred tax liability | $0 | $55,914 |
Recovered_Sheet12
(2) Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Fair Value, Assets Measured on Recurring Basis (Details) (USD $) | Mar. 31, 2014 |
Derivative Liability, Fair Value, Gross Asset | $1,138,477 |
Fair Value, Inputs, Level 2 | ' |
Derivative Liability, Fair Value, Gross Asset | $1,138,477 |
3_Property_and_Equipment_Sched1
(3) Property and Equipment: Schedule of Other Assets, Noncurrent (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Property, Plant and Equipment, Gross | $707,580 | $409,670 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -23,173 | -15,881 |
Property and equipment, net of accumulated depreciation | 684,407 | 393,789 |
Office Equipment | ' | ' |
Property, Plant and Equipment, Gross | 61,611 | 40,921 |
Computer Software | ' | ' |
Property, Plant and Equipment, Gross | 24,167 | 14,192 |
Railroad Transportation Equipment | ' | ' |
Property, Plant and Equipment, Gross | $621,802 | $354,557 |
3_Property_and_Equipment_Detai
(3) Property and Equipment (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Professional fees | $1,873,146 | $1,616,524 |
Construction of a proposed train station | ' | ' |
Professional fees | $98,172 | ' |
4_Notes_Payable_Schedule_of_Lo1
(4) Notes Payable: Schedule of Long-term Debt Instruments (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Details | ' | ' |
Secured promissory notes, dated May 17, 2011 through May 17, 2012 to an investor bearing interest at 8% per annum, payable on May 17, 2012 | $13,333 | $13,333 |
Short term notes payable | $13,333 | $13,333 |
5_Convertible_Notes_Payable_Co
(5) Convertible Notes Payable: Convertible Notes (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Proceeds from convertible notes payable | $2,903,000 | $1,900,000 |
Convertible note share price | ' | $1 |
Convertible note interest rate | ' | 8.00% |
Convertible note converted amount | ' | 105,000 |
Shares Issued For Convertible Note | ' | 105,000 |
Principal balance of convertible notes payable outstanding | 2,023,000 | 1,795,000 |
Proceeds from additional convertible notes | 880,000 | ' |
Outstanding principal converted | 460,000 | ' |
Accrued interest | 9,287 | ' |
Shares issued from convertible debt | 469,287 | ' |
Principal Balance of Convertible Notes converted at the reduced rate | 2,215,000 | ' |
Accrued Interest related to Convertible Notes converted at the reduced rate | 161,104 | ' |
Common Stock Shares Issuable as Payment for the Outstanding Principal and Interest | 3,960,174 | ' |
Common Stock Issued for the Conversion of the Convertible Notes | 3,941,483 | ' |
Common Stock Shares Remaining to be Issued | 18,991 | ' |
Common Stock Shares Issuable for the Conversion of the Outstanding Balances yet to be issued | 11,224 | ' |
Debt conversion expense | 2,217,878 | ' |
Warrants issued to purchase additional shares | 2,680,000 | ' |
Warrants issued to purchase additional shares exercise price | $2 | ' |
Increase (Decrease) in Derivative Liabilities | 1,372,237 | ' |
Interest expense | 7,960,987 | 2,198,205 |
Convertible Notes Payable | ' | ' |
Interest expense | $1,675,450 | ' |
5_Convertible_Notes_Payable_Oc
(5) Convertible Notes Payable: October 1, 2013 Promissory Note (Details) (Convertible Notes Payable, USD $) | 1 Months Ended | |
Oct. 31, 2013 | Mar. 31, 2014 | |
Convertible Notes Payable | ' | ' |
Promissory Note Maximum Amount | $350,000 | ' |
Convertible Notes Payable, Current | ' | $150,000 |
Short-term Debt, Terms | 'Outstanding borrowings mature two years from the effective date of each payment. If the outstanding balance of the note is repaid by the Company on or before 90 days from the effective date of the borrowing, the interest charged is 0%. However, if the Company does not repay the note within 90 days, a one-time interest charge of 12% shall be applied to the outstanding principal sum. The outstanding balance of the note may be converted into common stock at the option of the debt holder at a rate equal to $0.90 per share, or 60% of the lowest trading price in the 25 days trading days previous to the conversion date. | ' |
Debt Instrument, Convertible, Stock Price Trigger | $0.90 | ' |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 60.00% | ' |
5_Convertible_Notes_Payable_No
(5) Convertible Notes Payable: November 22, 2013 Purchase Agreement (Details) (PurchaseAgreementMember, USD $) | 1 Months Ended | |
Nov. 30, 2013 | Nov. 22, 2013 | |
PurchaseAgreementMember | ' | ' |
Promissory Note Maximum Amount | $1,750,000 | ' |
Senior Secured Convertible Promissory Note - Warrants | ' | 300,000 |
Senior Secured Convertible Promissory Note Purchase Price | ' | $1,750,000 |
Short-term Debt, Terms | 'The Note matures on June 30, 2014, bears interest at the rate of 10% per year payable on maturity in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at a conversion price equal to $0.70, subject to adjustment in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the conversion price then in effect. The Warrants have a five year term, are exercisable on a cash or cashless basis, and have an exercise price equal to $1.00, subject to adjustment in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the exercise price then in effect. | ' |
5_Convertible_Notes_Payable_Ma
(5) Convertible Notes Payable: March 24, 2014 Iconic Note (Details) (Convertible Promissory Note, USD $) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Convertible Promissory Note | ' | ' |
Promissory Note Maximum Amount | $165,000 | ' |
Convertible Notes Payable, Current | $55,000 | $55,000 |
Debt Instrument, Convertible, Stock Price Trigger | ' | $0.50 |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | ' | 60.00% |
5_Convertible_Notes_Payable_Ma1
(5) Convertible Notes Payable: March 25, 2014 KBM Note (Details) (Convertible Note Agreement, USD $) | 1 Months Ended |
Mar. 31, 2014 | |
Convertible Note Agreement | ' |
Promissory Note Maximum Amount | $68,000 |
5_Convertible_Notes_Payable_Sc2
(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Details | ' | ' |
Principal balance of convertible notes payable outstanding | $2,023,000 | $1,795,000 |
Convertible notes payable discount | -601,016 | -1,678,958 |
Convertible Notes Payable, Noncurrent | $1,421,984 | $116,042 |
5_Convertible_Notes_Payable_Sc3
(5) Convertible Notes Payable: Schedule of Future Maturities of Notes Payable (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Convertible Note Gross Principal - Year One | $1,873,000 | ' |
Convertible Note Gross Principal - Year Two | 150,000 | ' |
Principal balance of convertible notes payable outstanding | $2,023,000 | $1,795,000 |
5_Convertible_Notes_Payable_De
(5) Convertible Notes Payable (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Debt Issuance Cost | $653,151 | ' |
Warrants Issued | 236,000 | ' |
Amortization of capitalized debt | 637,679 | 15,472 |
Capitalized debt issuance costs balance | $0 | $116,329 |
6_Commitments_and_Contingencie2
(6) Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Mar. 31, 2014 |
Details | ' |
Operating Leases, Future Minimum Payments, Due in Two Years | $480,882 |
Operating Leases, Future Minimum Payments, Due in Three Years | 485,129 |
Operating Leases, Future Minimum Payments, Due in Four Years | 152,457 |
Operating Leases, Future Minimum Payments, Due Thereafter | $1,118,468 |
6_Commitments_and_Contingencie3
(6) Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Operating Leases, Rent Expense | $332,612 | $78,660 |
7_Derivative_Instruments_Sched1
(7) Derivative Instruments: Schedule of Derivative Liabilities at Fair Value (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Derivative liability | $3,181,537 | $170,499 |
Additional Issuances Derivative Liability | 5,834,165 | 3,632,590 |
Exercised/converted Derivative Liability | -341,522 | -351,086 |
Reclassification to Equity | -5,313,372 | ' |
Derivative Liability Change | -2,162,790 | -270,466 |
Derivative liability | 1,198,018 | 3,181,537 |
Warrants | ' | ' |
Warrants | 1,663,394 | 134,791 |
Derivative liability | 1,663,394 | ' |
Additional Issuances Derivative Liability | 3,232,748 | 1,800,725 |
Exercised/converted Derivative Liability | -33,829 | -172,591 |
Reclassification to Equity | -3,758,287 | ' |
Derivative Liability Change | -898,778 | -99,531 |
Derivative liability | 205,248 | 1,663,394 |
Debt | ' | ' |
Derivative liability | 1,518,143 | 35,708 |
Additional Issuances Derivative Liability | 2,601,417 | 1,831,865 |
Exercised/converted Derivative Liability | -307,693 | -178,495 |
Reclassification to Equity | -1,555,085 | ' |
Derivative Liability Change | -1,264,012 | -170,935 |
Derivative liability | $992,770 | $1,518,143 |
7_Derivative_Instruments_Deriv1
(7) Derivative Instruments: Derivative liability fair value assumptions (Details) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Derivative Liability Expected life in years | '0.13 - 9.41 years | '0.36 - 5.1 years |
Derivative Liability Stock Price Volatility | '112.3% - 347.2% | '46.8% - 191.5% |
Derivative Liability Discount Rate | '0.03% - 2.59% | '0.05% - 0.91% |
Derivative Liability Expected Dividends | 'None | 'None |
Derivative Liability Forfeiture Rate | 0.00% | 0.00% |
8_Equity_Details
(8) Equity (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Shares issued from converted debt | 4,410,747 | ' |
Convertible notes payable and accrued interest | $2,845,411 | ' |
Debt conversion expense | 2,217,878 | ' |
Shares converted held by related party entity | 200,000 | ' |
Convertible note payable held by related party entity | 200,000 | ' |
Shares issued as payment of notes payable | 1,682,050 | ' |
Outstanding notes payable and accrued interest | 2,056,106 | ' |
Shares issued for services | 728,143 | 463,868 |
Stock issued and subscribed for services | 644,540 | 1,538,677 |
Shares issued for warrants | 9,823 | 45,000 |
Shares issued for private placement | 600,000 | 2,282,000 |
Stock issued for cash | 275,000 | 2,282,000 |
Outstanding Warrants Exchanged for Common Stock | 2,875,650 | ' |
Common Stock Issued in Exchange of Outstanding Warrants | 2,586,835 | ' |
Compensation and payroll taxes | 2,876,141 | 3,034,474 |
Warrants issued in connection with convertible notes | 880,000 | 1,800,000 |
Warrants issued for payments of commissions | 236,000 | ' |
Warrants issued in connection with senior convertible promissory note | 300,000 | ' |
Warrants issued for payments of directors' services | 125,000 | ' |
Warrants Issued for Services and the Purchase of Fixed Assets | ' | 1,124,842 |
WarrantsIssuedForServices | ' | 1,201,370 |
Warrants issued for payment of property and equipment | ' | 12,763 |
Warrants exchanged for shares of common stock | ' | ' |
Compensation and payroll taxes | $595,042 | ' |
8_Equity_Schedule_of_Warrant_A1
(8) Equity: Schedule of Warrant Activity (Details) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Details | ' | ' | ' |
Warrants Outstanding | 1,569,842 | 2,924,842 | 116,309 |
Warrants granted | 1,541,000 | 2,924,842 | ' |
Warrants exercised | -20,350 | -45,000 | ' |
Warrants Cancelled | -2,875,650 | -71,309 | ' |
9_Share_Based_Compensation_Det
(9) Share Based Compensation (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Grant of Stock Options Under Plan | 1,000,000 | ' |
Outstanding Employee Stock Options | 100,000 | ' |
Grant Date Market Price of Company's Stock | $10 | ' |
Stock option compensation cost | ' | $80,524 |
9_Share_Based_Compensation_Emp
(9) Share Based Compensation: Employment Agreements (Details) (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
Chief Executive Officer | ' |
Officers' Compensation | $180,000 |
Salary upon Receipt of Funding | 300,000 |
Shares granted and vested per employment agreement | '1) Upon the Company’s execution of a definitive agreement with AMTRAK, Mr. Barron shall be granted 50,000 shares, 2) Upon the Company’s execution of a definitive agreement with BNSF, Mr. Barron shall be granted 25,000 shares, 3) Upon the Company’s execution of a definitive agreement with Union Pacific, Mr. Barron shall be granted 25,000 shares, 4) Upon the Company’s execution of a definitive agreement with a rail car provider, Mr. Barron shall be granted 25,000 shares, 5) Upon the Company’s completion of its operation of its first train between Los Angeles and Las Vegas, Mr. Barron shall be granted 75,000 shares. |
Monthly Car Allowance | 1,000 |
Chief Financial Officer | ' |
Officers' Compensation | 120,000 |
Salary upon Receipt of Funding | 200,000 |
Shares granted and vested per employment agreement | 'a total of 50,000 shares per year will be vested quarterly, in arrears, for a total period of 3 years for a total of 150,000 shares. In addition, Mrs. Witoslawski is entitled to receive an incentive or performance bonus as follows: 1) Upon the Company‘s execution of a definitive agreement with AMTRAK, Ms. Witoslawski shall be granted 25,000 shares, 2) Upon the Company’s execution of a definitive agreement with BNSF, Ms. Witoslawski shall be granted 12,500 shares, 3) Upon the Company’s execution of a definitive agreement with Union Pacific, Ms. Witoslawski shall be granted 12,500 shares, 4) Upon the Company’s execution of a definitive agreement with a rail car provider, Ms. Witoslawski shall be granted 12,500 shares, 5) Upon the Company’s completion of its operation of its first train between Los Angeles and Las Vegas, Ms. Witoslawski shall be granted 62,500 shares. |
Monthly Car Allowance | 500 |
Chief Operating Officer | ' |
Officers' Compensation | 150,000 |
Shares granted and vested per employment agreement | 'a total of 1 million shares per year will be vested quarterly, in arrears, for a total period of 3 years for a total of 3 million shares. |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $240,833 |
10_Income_Taxes_Schedule_of_De1
(10) Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Details | ' | ' |
Deferred Tax Assets, Capital Loss Carryforwards | $10,732,493 | $7,470,147 |
Deferred tax assets share based compensation | 600,019 | 477,373 |
Deferred tax assets warrants issued in connection with debt | 567,839 | 567,839 |
Deferred Tax Assets, Valuation Allowance | -11,900,351 | -8,515,359 |
Deferred Tax Liabilities, Goodwill and Intangible Assets | ' | 55,914 |
Deferred Tax Assets, Net | ' | $55,914 |
10_Income_Taxes_Schedule_of_Ef1
(10) Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | ($4,293,269) | ($2,463,568) |
Income tax expense from discontinued operations | ' | 163,097 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 3,384,992 | 2,226,526 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 852,363 | 73,945 |
Income tax reconciliation amortization of goodwill | ' | 13,571 |
Income Tax Reconciliation (benefit from) provision for income taxes | ($55,914) | $13,571 |
10_Income_Taxes_Details
(10) Income Taxes (Details) (USD $) | Mar. 31, 2014 |
Details | ' |
Operating Loss Carryforwards | $31,600,000 |
11_Relatedparty_Transactions_M
(11) Related-party Transactions: Michael A Barron (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Promissory Note Balance Outstanding | $0 | $124,301 |
Promissory Note Paid | 124,301 | ' |
Promissory Note Interest Paid | $27,272 | ' |
11_Relatedparty_Transactions_L
(11) Related-party Transactions: Las Vegas Railway Express (Details) | Aug. 15, 2012 | Apr. 23, 2010 | Jan. 21, 2010 | Nov. 23, 2009 |
Details | ' | ' | ' | ' |
Allengheny Ownership Percentage in Las Vegas Railway Express | ' | ' | ' | 28.60% |
Mr. Barron Ownership Percentage in Las Vegas Railway Express | ' | ' | ' | 28.60% |
Shares issued to acquire entity | ' | ' | 1,000,000 | ' |
Shares issued to acquire entity - issued April 23, 2010 | ' | 200,000 | ' | ' |
Shares issued to acquire entity - issued August 15, 2012 | 800,000 | ' | ' | ' |
11_Relatedparty_Transactions_D
(11) Related-party Transactions: Dianne David Barron (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Compensation and payroll taxes | $2,876,141 | $3,034,474 |
Manager of Station Development | ' | ' |
Compensation and payroll taxes | $96,000 | ' |
11_Relatedparty_Transactions_J
(11) Related-party Transactions: Joseph Cosio-Barron, Owner of CBS Consultants (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Oct. 01, 2009 | |
Details | ' | ' | ' |
CBS Ownership Percentage In Las Vegas Railway Express | ' | ' | 22.90% |
CBS Promissory Note | ' | ' | $86,709 |
Shares Converted for CBS Promissory Note | 867,085 | ' | ' |
Shares Converted for CBS Promissory Note Price Per Share | $0.05 | ' | ' |
CBS Promissory Note Balance Outstanding | ' | 69,740 | ' |
Principal Balance of CBS Note Paid | 69,740 | ' | ' |
Interest On CBS Note Paid at 10% rate | $14,592 | ' | ' |
11_Relatedparty_Transactions_G
(11) Related-party Transactions: Gilbert H Lamphere, partner of FlatWorld Capital (Details) (FlatWorld Capital) | 12 Months Ended |
Mar. 31, 2014 | |
FlatWorld Capital | ' |
Warrants issued as compensation per Advisory Agreement | 494,396 |
11_Relatedparty_Transactions_O
(11) Related-party Transactions: Other Related Party Activity (Details) (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $53,822 |
Director of the Company | ' |
Additional warrants issued as payment of directors' services | 125,000 |
Common stock issued for the conversion of a convertible note payable | 200,000 |
Value of common stock issued for the conversion of a convertible note payable | $200,000 |
11_Relatedparty_Transactions_J1
(11) Related-party Transactions: John H Marino, owner of Transportation Management Services, Inc. (Details) (John H Marino / Transportation Management Services, Inc., USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
John H Marino / Transportation Management Services, Inc. | ' | ' |
Shares Issued For Consulting | ' | 30,000 |
Consulting Fees | ' | $13,500 |
Consulting Expense | 10,500 | 43,500 |
Stock issued for services - Shares | 13,125 | ' |
Purchase price of railcars | ' | $29,000 |
Warrants to purchase shares of common stock | ' | 6,050 |
Value of warrants to purchase shares of common stock | ' | 12,763 |
12_Discontinued_Operations_Det
(12) Discontinued Operations (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Details | ' | ' |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $0 | $476,766 |
12_Discontinued_Operations_Sch1
(12) Discontinued Operations: Schedule of Liabilities Classified As Discontinued Operations (Details) (USD $) | Mar. 31, 2013 |
Liabilities of Disposal Group, Including Discontinued Operation, Current | $194,041 |
Notes Payable Related Party | ' |
Liabilities of Disposal Group, Including Discontinued Operation, Current | $194,041 |
13_Subsequent_Events_Details
(13) Subsequent Events (Details) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Subsequent Event 1 | ' |
Stock Issued as Compensation | 2,400,000 |
Common stock shares issued for the exericse of options | 5,144,054 |
Subsequent Event 2 | ' |
Convertible promissory note | 100,000 |
Subsequent Event 3 | ' |
Note Exchange Agreement | 1,750,000 |
Note Exchange Agreement Replacement Note | 2,000,000 |
Subsequent Event 4 | ' |
Securities Purchase Agreement | 10,000,000 |
Commitment fee for Securities Purchase Agreement | 1,250,000 |
Subsequent Event 5 | ' |
Maximum borrowings Convertible Note Payable | 250,000 |
Convertible Note Payable | 50,000 |
Subsequent Event 6 | ' |
Assignment and Use Agreement providing for cost of repairs of tracks and equipment | 250,000 |
Subsequent Event 7 | ' |
Maximum borrowings Convertible Note Payable | 250,000 |
Subsequent Event 8 | ' |
Maximum borrowings Convertible Note Payable | 32,500 |
Subsequent Event 9 | ' |
Convertible promissory note | 335,000 |
Subsequent Event 10 | ' |
Convertible promissory note | 125,000 |
Subsequent Event 11 | ' |
Convertible debenture | 55,000 |
Subsequent Event 12 | ' |
Common stock issued pursuant to a consulting agreement | 90,000 |
Common stock issued pursuant to an employment agreement | 50,000 |
Subsequent Event 13 | ' |
Common stock issued for the partial conversion of convertible notes payable and interest outstanding | 585,000 |
Common stock issued as payment of accrued interest on note payables | 18,741 |
Common stock issued as payment for aged accounts payables | 646,176 |