Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Dec. 30, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | LegacyXChange, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 62,570,659 | |
Amendment Flag | false | |
Entity Central Index Key | 0001423579 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity File Number | 333-148925 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | No |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
ASSETS | ||
TOTAL ASSETS | ||
CURRENT LIABILITIES: | ||
Accounts payable | 133,853 | 133,853 |
Accrued liabilities | 367,780 | 291,027 |
Loans payable | 143,924 | 143,924 |
Convertible notes, net of debt discount | 422,393 | 373,734 |
Derivative liabilities | 25,537 | 80,165 |
Total Current Liabilities | 1,093,487 | 1,022,703 |
TOTAL LIABILITIES | 1,093,487 | 1,022,703 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized; No share issued or outstanding at September 30, 2017 and March 31, 2017 | ||
Common stock: $0.001 par value; 190,000,000 shares authorized; 62,570,659 shares issued and outstanding at September 30, 2017 and March 31, 2017 | 62,571 | 62,571 |
Additional paid-in capital | 9,182,575 | 9,182,575 |
Accumulated deficit | (10,338,633) | (10,267,849) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,093,487) | (1,022,703) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 62,570,659 | 62,570,659 |
Common stock, shares outstanding | 62,570,659 | 62,570,659 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
REVENUE, NET | ||||
OPERATING EXPENSES | ||||
Compensation and related taxes | 15,000 | 30,000 | 45,000 | 61,036 |
Professional and consulting fees | 575 | 77,682 | ||
Other selling, general and administrative | 1,616 | 11,104 | ||
TOTAL OPERATING EXPENSES | 15,000 | 32,191 | 45,000 | 149,822 |
LOSS FROM OPERATIONS | (15,000) | (32,191) | (45,000) | (149,822) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (38,038) | (57,537) | (80,412) | (114,834) |
Gain from change in fair value of derivative liabilities | 10,633 | 97,041 | 54,628 | 614,042 |
TOTAL OTHER INCOME (EXPENSE), NET | (27,405) | 39,504 | (25,784) | 499,208 |
NET INCOME (LOSS) | $ (42,405) | $ 7,313 | $ (70,784) | $ 349,386 |
NET INCOME (LOSS) PER COMMON SHARE | ||||
Basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.01 |
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||||
Basic (in Shares) | 62,570,659 | 62,570,659 | 62,570,659 | 62,570,659 |
Diluted (in Shares) | 62,570,659 | 118,635,735 | 62,570,659 | 118,635,735 |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional paid-in capital | Accumulated Deficit | Total |
Balance, at Mar. 31, 2016 | $ 62,571 | $ 9,182,575 | $ (10,546,037) | $ (1,300,891) | |
Balance, (in Shares) at Mar. 31, 2016 | 62,570,659 | ||||
Net income (loss) | 342,073 | 342,073 | |||
Balance, at Jun. 30, 2016 | $ 62,571 | 9,182,575 | (10,203,964) | (958,818) | |
Balance, (in Shares) at Jun. 30, 2016 | 62,570,659 | ||||
Net income (loss) | 7,313 | 7,313 | |||
Balance, at Sep. 30, 2016 | $ 62,571 | 9,182,575 | (10,196,651) | (951,505) | |
Balance, (in Shares) at Sep. 30, 2016 | 62,570,659 | ||||
Balance, at Mar. 31, 2017 | $ 62,571 | 9,182,575 | (10,267,849) | (1,022,703) | |
Balance, (in Shares) at Mar. 31, 2017 | 62,570,659 | ||||
Net income (loss) | (28,379) | (28,379) | |||
Balance, at Jun. 30, 2017 | $ 62,571 | 9,182,575 | (10,296,228) | (1,051,082) | |
Balance, (in Shares) at Jun. 30, 2017 | 62,570,659 | ||||
Net income (loss) | (42,405) | (42,405) | |||
Balance, at Sep. 30, 2017 | $ 62,571 | $ 9,182,575 | $ (10,338,633) | $ (1,093,487) | |
Balance, (in Shares) at Sep. 30, 2017 | 62,570,659 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (70,784) | $ 349,386 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of debt discount | 48,659 | 83,146 |
Gain from change in fair value of derivative liabilities | (54,628) | (614,042) |
Write-off of obsolete inventory | 570 | |
Amortization of prepaid consulting fees | 10,422 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 50,000 | |
Accounts payable | 22,319 | |
Accrued liabilities | 76,753 | 82,835 |
Net cash used in operating activities | (15,364) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loan payable | 11,155 | |
Net cash provided by financing activities | 11,155 | |
Net decrease in cash | (4,209) | |
Cash - Beginning of period | 4,209 | |
Cash - End of the period | ||
Cash paid for: | ||
Interest | ||
Income taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS LegacyXchange, Inc., formerly known as True 2 Beauty, Inc. (the “Company”) was originally incorporated as Burrow Mining, Inc., a Nevada corporation, on December 11, 2006. In February 2010, the Company amended its Articles of Incorporation and changed its name to True 2 Beauty, Inc. On July 10, 2012, the Company formed a new wholly owned subsidiary True2Bid, Inc. (“True2Bid”) which was incorporated in the state of Nevada. This subsidiary’s name was changed to LegacyXchange, Inc. (“LegacyXchange”) in December 2014. The Company continued to sell existing inventory of beauty products through May 2013 when the final inventory was sold. LegacyXchange operates an online e-commerce platform focused on delivering users a wide array of sports and entertainment related products that can be won in an action-packed environment of a live auction. On July 2, 2015, pursuant to a Certificate of Dissolution filing with the Nevada Secretary of State, the Company dissolved LegacyXchange (formerly True2Bid, Inc.) to allow for the change in name of its parent company, True 2 Beauty, Inc., to LegacyXchange, Inc. The Company is currently inactive due to lack of working capital to fund its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended March 31, 2017 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on December 23, 2020. Going Concern The unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited financial statements, the Company had net loss of $70,784 for the six months ended September 30, 2017. The Company had accumulated deficit, stockholders’ deficit and working capital deficit of $10,338,633, $1,093,487 and $1,093,487, respectively, at September 30, 2017. The Company had no revenues for the six months ended September 30, 2017. At September 30, 2017, the loans payable in aggregate amount of $143,924 were at default for non-payment at maturity. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These unaudited financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the unaudited financial statements in conformity with U.S. 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended September 30, 2017 include assumptions used in the valuation of derivative liabilities. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2017. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the unaudited balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis included conversion options in convertible notes and warrants with their exercise price containing a down-round provision (see Note 5) and were as follows at September 30, 2017 and March 31, 2017: At September 30, 2017 (Unaudited) At March 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 25,537 — — $ 80,165 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at March 31, 2017 $ 80,165 Gain from change in fair value of derivative liabilities (54,628 ) Balance at September 30, 2017 $ 25,537 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. Cash The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of September 30, 2017 and March 31, 2017. The Company has not experienced any losses in such accounts through September 30, 2017. Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises and certain warrants. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. Revenue Recognition In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. adoption of this guidance is not expected to have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers. The Company did not have revenues from operations for the three and six months ended September 30, 2017. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company early adopted ASU 2014-12 during the period ending June 30, 2016. The adoption of ASU 2014-12 did not have any material impact on the Company’s financial statements. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Binomial valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset net deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes Basic and Diluted Income (Loss) Per Share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of September 30, 2017 and 2016 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: September 30, 2017 2016 Stock warrants 5,148,315 5,273,315 Convertible notes 60,939,246 — Total 66,087,561 5,273,315 The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share calculations for the three and six months ended September 30, 2016: Three Months Ended Six Months Ended September 30, September 30, (Unaudited) (Unaudited) Numerator: Net income $ 7,313 $ 349,386 Add: Interest expense 57,537 114,834 Less: Gain from change in fair value of derivative liabilities (97,041 ) (614,042 ) Adjusted net income (loss) $ (32,191 ) $ (149,822 ) Denominator: Weighted-average shares of common stock 62,570,659 62,570,659 Dilutive effect of convertible notes 56,065,076 56,065,076 Diluted weighted-average of common stock 118,635,735 118,635,735 Net income (loss) per common share: Basic $ 0.00 $ 0.01 Diluted $ (0.00 ) $ (0.00 ) Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 3 – ACCRUED LIABILITIES At September 30, 2017 and March 31, 2017, accrued liabilities consisted of the following: September 30, March 31, (Unaudited) Accrued interest $ 153,246 $ 121,493 Accrued professional fees 2,634 2,634 Accrued payroll taxes 29,727 29,727 Accrued executive and director compensation 182,173 137,173 Total $ 367,780 $ 291,027 |
Loans Payable
Loans Payable | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE Between July 2015 through March 2016, the Company entered into individual loan agreements with various investors in the aggregate principal amount of $132,769. These loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans. In April and May 2016, the Company entered into individual loan agreements with various investors in the aggregate principal amount of $11,155. These loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans. As of March 31, 2017, these loans were in default and had outstanding principal and accrued interest of $143,924 and $17,278, respectively. As of September 30, 2017, these loans were in default and had outstanding principal and accrued interest of $143,924 and $24,594, respectively. During the three and six months ended September 30, 2017, the Company recorded interest expense of $3,678 and $7,316, respectively, on these loans. During the three and six months ended September 30, 2016, the Company recorded interest expense of $3,678 and $7,250, respectively, on these loans. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Sep. 30, 2017 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE At September 30, 2017 and March 31, 2017, convertible notes consisted of the following: September 30, March 31, (Unaudited) Principal amount $ 480,740 $ 480,740 Less: unamortized debt discount (58,347 ) (107,006 ) Convertible notes payable, net $ 422,393 $ 373,734 Fiscal 2015 Financing In October and November 2014, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2015 Agreements”) for the sale of the Company’s convertible notes. Pursuant to the Fiscal 2015 Agreements, the Company issued to these purchasers, convertible promissory notes (the “Fiscal 2015 Convertible Notes”) for an aggregate principal amount of $400,000 with the Company receiving proceeds equal to the principal amount. The Fiscal 2015 Convertible Notes bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through October and November 2017. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2015 Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.02 During the fiscal year 2016, the conversion price was ratcheted down to $0.01. During the fiscal year 2016, the purchasers converted $130,510 and $10,792 of outstanding principal and accrued interest, respectively, into 7,065,084 shares of the Company’s common stock. As of March 31, 2017, the Fiscal 2015 Convertible Notes had outstanding principal and accrued interest of $269,490 and $67,520, respectively. As of September 30, 2017, the Fiscal 2015 Convertible Notes had outstanding principal and accrued interest of $269,490 and $81,220, respectively. Fiscal 2016 Financing In May and June 2015, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2016 Agreements I”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements I, the Company issued to the purchasers for an aggregate subscription amount of $115,000: (i) convertible promissory notes in the aggregate principal amount of $115,000 (the “Fiscal 2016 Notes I”) and (ii) five-year warrants to purchase an aggregate of 2,300,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants I”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes I bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through May and June 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes I, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes I shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2017, the Fiscal 2016 Notes I had outstanding principal and accrued interest of $115,000 and $21,733, respectively. As of September 30, 2017, the Fiscal 2016 Notes I had outstanding principal and accrued interest of $115,000 and $27,579, respectively. During August through September 2015, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2016 Agreements II”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements II, the Company issued to the purchasers for an aggregate subscription amount of $96,250: (i) convertible promissory notes in the aggregate principal amount of $96,250 (the “Fiscal 2016 Notes II”) and (ii) five-year warrants to purchase an aggregate of 1,925,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants II”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes II bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through August through September 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes II, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes II shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2017, the Fiscal 2016 Notes II had outstanding principal and accrued interest of $96,250 and $17,395, respectively. As of September 30, 2017, the Fiscal 2016 Notes II had outstanding principal and accrued interest of $96,250 and $19,853, respectively. During the three and six months ended September 30, 2017, the Company recorded interest expense of $15,964 and $24,438 on these convertible notes. During the three and six months ended September 30, 2016, the Company recorded interest expense of $12,286 and $24,438 on these convertible notes. Derivative Liabilities Pursuant to Notes and Warrants In connection with the issuance of the Notes and Warrants, the Company determined that the terms of the Notes and Warrants contain terms that included a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception and included various other terms such as default provisions that caused derivative treatment. Accordingly, under the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The Company is currently evaluating the impact of ASU No. 2017-11 on its financial statements. At September 30, 2017 and 2016, the Company revalued the conversion option and warrant derivative liabilities. In connection with these revaluations and the initial derivative expense, the Company recorded gain on change on fair value of derivative liabilities of $54,628 and $614,042 for the six months ended September 30, 2017 and 2016, respectively. At September 30, 2017, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions: September 30, Dividend rate % Term (in years) 0.3 to 3.3 years Volatility 286% to 288% Risk—free interest rate 1.31% to 1.92% For the three and six months ended September 30, 2017, amortization of debt discounts related to the convertible notes amounted to $22,074 and $48,659, respectively, which has been included in interest expense on the accompanying unaudited statements of operations. For the three and six months ended September 30, 2016, amortization of debt discounts related to the convertible notes amounted to $41,473 and $83,146, respectively, which has been included in interest expense on the accompanying unaudited statements of operations. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT Authorized shares The Company is authorized to issue 200,000,000 consisting of 190,000,000 shares of common stock at $0.001 per share par value, and 10,000,000 shares of preferred stock at $0.001 per share par value. Preferred Stock As of September 30, 2017 and March 31, 2017, the Company did not have any preferred stock issued and outstanding. Common Stock As of September 30, 2017 and March 31, 2017, the Company had 62,570,659 shares of common stock issued and outstanding. Warrants Warrants issued pursuant to equity subscription agreements During fiscal years 2013 to 2015, in connection with the sale of common stock, the Company issued an aggregate of 1,048,315 five-year warrants to purchase common shares for an exercise price of $0.40 per common share to investors pursuant to unit subscription agreements. These warrants were accounted for as equity. As of March 31, 2017, 1,048,315 warrants were issued and outstanding. During the six months ended September 30, 2017, 125,000 of warrants expired. As of September 30, 2017, 923,315 warrants were issued and outstanding. Warrants issued in connection with the Fiscal 2016 Financing During fiscal years 2016, pursuant to the convertible note agreements under the fiscal 2016 financing discussed in Note 5, the Company issued five-year warrants to purchase an aggregate of 4,225,000 (twenty warrants for each dollar of the principal amount) shares of the Company’s common stock at an exercise price of $0.07. The exercise price of these warrants shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price and were accounted for as derivative liabilities. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of September 30, 2017 and March 31, 2017, 4,225,000 warrants were issued and outstanding. Warrant activity for the six months ended September 30, 2017 are summarized as follows Number of Weighted Weighted Aggregate Balance Outstanding March 31, 2017 5,273,315 $ 0.09 3.9 $ — Expired (125,000 ) $ 0.40 — — Balance Outstanding at September 30, 2017 5,148,315 $ 0.08 2.4 $ — Exercisable at September 30, 2017 5,148,315 $ 0.08 2.4 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS Between October 2017 and November 2017, the Fiscal 2015 Convertible Notes defaulted due to non-payment at maturity date and between May 2018 and September 2018, the Fiscal 2016 Convertible Notes I and II defaulted due to non-payment at maturity date (see Note 5). Between November 2019 through June 2020, the Company entered into loan agreements with an investor in the aggregate principal amount of $91,000. The loans bear interest rate of 6% and were due and payable two-years from the date of issuances. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended March 31, 2017 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on December 23, 2020. |
Going Concern | Going Concern The unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited financial statements, the Company had net loss of $70,784 for the six months ended September 30, 2017. The Company had accumulated deficit, stockholders’ deficit and working capital deficit of $10,338,633, $1,093,487 and $1,093,487, respectively, at September 30, 2017. The Company had no revenues for the six months ended September 30, 2017. At September 30, 2017, the loans payable in aggregate amount of $143,924 were at default for non-payment at maturity. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These unaudited financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the unaudited financial statements in conformity with U.S. 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended September 30, 2017 include assumptions used in the valuation of derivative liabilities. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on September 30, 2017. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the unaudited balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis included conversion options in convertible notes and warrants with their exercise price containing a down-round provision (see Note 5) and were as follows at September 30, 2017 and March 31, 2017: At September 30, 2017 (Unaudited) At March 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 25,537 — — $ 80,165 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at March 31, 2017 $ 80,165 Gain from change in fair value of derivative liabilities (54,628 ) Balance at September 30, 2017 $ 25,537 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. |
Cash | Cash The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of September 30, 2017 and March 31, 2017. The Company has not experienced any losses in such accounts through September 30, 2017. |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises and certain warrants. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. |
Revenue Recognition | Revenue Recognition In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. adoption of this guidance is not expected to have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers. The Company did not have revenues from operations for the three and six months ended September 30, 2017. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company early adopted ASU 2014-12 during the period ending June 30, 2016. The adoption of ASU 2014-12 did not have any material impact on the Company’s financial statements. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Binomial valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. |
Income Taxes | Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset net deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of September 30, 2017 and 2016 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: September 30, 2017 2016 Stock warrants 5,148,315 5,273,315 Convertible notes 60,939,246 — Total 66,087,561 5,273,315 The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share calculations for the three and six months ended September 30, 2016: Three Months Ended Six Months Ended September 30, September 30, (Unaudited) (Unaudited) Numerator: Net income $ 7,313 $ 349,386 Add: Interest expense 57,537 114,834 Less: Gain from change in fair value of derivative liabilities (97,041 ) (614,042 ) Adjusted net income (loss) $ (32,191 ) $ (149,822 ) Denominator: Weighted-average shares of common stock 62,570,659 62,570,659 Dilutive effect of convertible notes 56,065,076 56,065,076 Diluted weighted-average of common stock 118,635,735 118,635,735 Net income (loss) per common share: Basic $ 0.00 $ 0.01 Diluted $ (0.00 ) $ (0.00 ) |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities categorized as Level 3 | At September 30, 2017 (Unaudited) At March 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 25,537 — — $ 80,165 |
Schedule of financial instruments | Derivative Liabilities Balance at March 31, 2017 $ 80,165 Gain from change in fair value of derivative liabilities (54,628 ) Balance at September 30, 2017 $ 25,537 |
Schedule of antidilutive securities excluded from the computation of dilutive income (loss) per common share | September 30, 2017 2016 Stock warrants 5,148,315 5,273,315 Convertible notes 60,939,246 — Total 66,087,561 5,273,315 |
Schedule of reconciliation of the numerator and denominator used in the basic and diluted earnings per share | Three Months Ended Six Months Ended September 30, September 30, (Unaudited) (Unaudited) Numerator: Net income $ 7,313 $ 349,386 Add: Interest expense 57,537 114,834 Less: Gain from change in fair value of derivative liabilities (97,041 ) (614,042 ) Adjusted net income (loss) $ (32,191 ) $ (149,822 ) Denominator: Weighted-average shares of common stock 62,570,659 62,570,659 Dilutive effect of convertible notes 56,065,076 56,065,076 Diluted weighted-average of common stock 118,635,735 118,635,735 Net income (loss) per common share: Basic $ 0.00 $ 0.01 Diluted $ (0.00 ) $ (0.00 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | September 30, March 31, (Unaudited) Accrued interest $ 153,246 $ 121,493 Accrued professional fees 2,634 2,634 Accrued payroll taxes 29,727 29,727 Accrued executive and director compensation 182,173 137,173 Total $ 367,780 $ 291,027 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible debt | September 30, March 31, (Unaudited) Principal amount $ 480,740 $ 480,740 Less: unamortized debt discount (58,347 ) (107,006 ) Convertible notes payable, net $ 422,393 $ 373,734 |
Schedule of fair value of the derivative liabilities | September 30, Dividend rate % Term (in years) 0.3 to 3.3 years Volatility 286% to 288% Risk—free interest rate 1.31% to 1.92% |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activities | Number of Weighted Weighted Aggregate Balance Outstanding March 31, 2017 5,273,315 $ 0.09 3.9 $ — Expired (125,000 ) $ 0.40 — — Balance Outstanding at September 30, 2017 5,148,315 $ 0.08 2.4 $ — Exercisable at September 30, 2017 5,148,315 $ 0.08 2.4 $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Net loss | $ 70,784 | |
Accumulated deficit | (10,338,633) | $ (10,267,849) |
Stockholders deficit | 1,093,487 | |
Working capital deficit | 1,093,487 | |
Loans payable | $ 143,924 | $ 143,924 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities categorized as Level 3 - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities | $ 25,537 | $ 80,165 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of financial instruments - Level 3 [Member] | 6 Months Ended |
Sep. 30, 2017USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of financial instruments [Line Items] | |
Balance at March 31, 2017 | $ 80,165 |
Gain from change in fair value of derivative liabilities | (54,628) |
Balance at September 30, 2017 | $ 25,537 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of antidilutive securities excluded from the computation of dilutive income (loss) per common share - Warrant [Member] - shares | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock warrants | 5,148,315 | 5,273,315 |
Convertible notes | 60,939,246 | |
Total | 66,087,561 | 5,273,315 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used in the basic and diluted earnings per share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income | $ (42,405) | $ 7,313 | $ (70,784) | $ 349,386 |
Add: Interest expense | 57,537 | 114,834 | ||
Less: Gain from change in fair value of derivative liabilities | $ (10,633) | (97,041) | $ (54,628) | (614,042) |
Adjusted net income (loss) | $ (32,191) | $ (149,822) | ||
Denominator: | ||||
Weighted-average shares of common stock (in Shares) | 62,570,659 | 62,570,659 | ||
Dilutive effect of convertible notes (in Shares) | 56,065,076 | 56,065,076 | ||
Diluted weighted-average of common stock (in Shares) | 62,570,659 | 118,635,735 | 62,570,659 | 118,635,735 |
Net income (loss) per common share: | ||||
Basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.01 |
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Schedule of accrued liabilities [Abstract] | ||
Accrued interest | $ 153,246 | $ 121,493 |
Accrued professional fees | 2,634 | 2,634 |
Accrued payroll taxes | 29,727 | 29,727 |
Accrued executive and director compensation | 182,173 | 137,173 |
Total | $ 367,780 | $ 291,027 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | May 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | |
Debt Disclosure [Abstract] | ||||||||
Aggregate of principal amount | $ 11,155 | $ 11,155 | $ 132,769 | |||||
Interest rate, percentage | 10.00% | 10.00% | 10.00% | |||||
Loans payable | $ 143,924 | $ 143,924 | $ 143,924 | |||||
Accrued interest | 24,594 | $ 17,278 | ||||||
Interest expense | $ 3,678 | $ 3,678 | $ 7,316 | $ 7,250 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Nov. 30, 2017 | Oct. 31, 2017 | Mar. 31, 2017 | Nov. 30, 2014 | Oct. 31, 2014 | |
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Principal amount of debt | $ 480,740 | $ 480,740 | $ 480,740 | |||||||||
Outstanding principal amount | $ 130,510 | |||||||||||
Accrued interest | $ 10,792 | |||||||||||
Convertible notes converted to shares (in Shares) | 7,065,084 | |||||||||||
Interest expense | 15,964 | $ 12,286 | 24,438 | $ 24,438 | ||||||||
Gain from change on fair value of derivative liabilities | 54,628 | 614,042 | ||||||||||
Amortization of debt discounts | 22,074 | |||||||||||
Amortization of debt discount | $ 41,473 | 48,659 | $ 83,146 | |||||||||
Fiscal 2015 Convertible Notes [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Principal amount of debt | $ 400,000 | $ 400,000 | ||||||||||
Convertible note interest rate | 10.00% | 10.00% | ||||||||||
Conversion share price (in Dollars per share) | $ 0.02 | |||||||||||
Reduced conversion share price (in Dollars per share) | 0.01 | |||||||||||
Outstanding principal amount | 269,490 | 269,490 | 269,490 | |||||||||
Accrued interest | 81,220 | 81,220 | 67,520 | |||||||||
Fiscal 2016 Agreements I [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Aggregate subscription amount | $ 115,000 | |||||||||||
Fiscal 2016 Notes I [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Convertible note interest rate | 10.00% | |||||||||||
Conversion share price (in Dollars per share) | $ 0.05 | $ 0.05 | ||||||||||
Reduced conversion share price (in Dollars per share) | 0.01 | |||||||||||
Outstanding principal amount | $ 115,000 | 115,000 | 115,000 | 115,000 | ||||||||
Accrued interest | 27,579 | 27,579 | 21,733 | |||||||||
Number of conversion warrant (in Shares) | 2,300,000 | |||||||||||
Fiscal 2016 Warrants I [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.07 | |||||||||||
Fiscal 2016 Agreements II [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Warrants term, description | Pursuant to the Fiscal 2016 Agreements II, the Company issued to the purchasers for an aggregate subscription amount of $96,250: (i) convertible promissory notes in the aggregate principal amount of $96,250 (the “Fiscal 2016 Notes II”) and (ii) five-year warrants to purchase an aggregate of 1,925,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants II”). | |||||||||||
Fiscal 2016 Notes II [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Convertible note interest rate | 10.00% | |||||||||||
Reduced conversion share price (in Dollars per share) | $ 0.01 | |||||||||||
Outstanding principal amount | 96,250 | 96,250 | 96,250 | |||||||||
Accrued interest | $ 19,853 | $ 19,853 | $ 17,395 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible debt - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Schedule of convertible debt [Abstract] | ||
Principal amount | $ 480,740 | $ 480,740 |
Less: unamortized debt discount | (58,347) | (107,006) |
Convertible notes payable, net | $ 422,393 | $ 373,734 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of fair value of the derivative liabilities | 6 Months Ended |
Sep. 30, 2017 | |
Minimum [Member] | |
Convertible Notes Payable (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Dividend rate | |
Term (in years) | 109 days |
Volatility | 286.00% |
Risk—free interest rate | 1.31% |
Maximum [Member] | |
Convertible Notes Payable (Details) - Schedule of fair value of the derivative liabilities [Line Items] | |
Term (in years) | 3 years 109 days |
Volatility | 288.00% |
Risk—free interest rate | 1.92% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stockholders' Deficit (Details) [Line Items] | |||
Common stock authorized to issue | 200,000,000 | ||
Common stock, shares authorized | 190,000,000 | 190,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 62,570,659 | 62,570,659 | |
Common stock, shares outstanding | 62,570,659 | 62,570,659 | |
Warrants issued and outstanding | 923,315 | 4,225,000 | |
Warrants expired | 125,000 | ||
Warrant [Member] | |||
Stockholders' Deficit (Details) [Line Items] | |||
Warrants issued and outstanding | 1,048,315 | ||
Warrant [Member] | Fiscal years 2013 to 2015 [Member] | |||
Stockholders' Deficit (Details) [Line Items] | |||
Issuance of warrant | 1,048,315 | ||
Warrants exercise price (in Dollars per share) | $ 0.40 | ||
Warrant [Member] | Convertible Note [Member] | |||
Stockholders' Deficit (Details) [Line Items] | |||
Issuance of warrant | 4,225,000 | ||
Warrants exercise price (in Dollars per share) | $ 0.07 | ||
Conversion price down (in Dollars per share) | $ 0.01 | ||
Warrant [Member] | Convertible Notes Payable [Member] | |||
Stockholders' Deficit (Details) [Line Items] | |||
Warrants issued and outstanding | 4,225,000 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of warrant activities | 6 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Schedule of warrant activities [Abstract] | |
Number of Warrants, beginning balance | shares | 5,273,315 |
Weighted Average Exercise Price, beginning balance | $ / shares | $ 0.09 |
Weighted Average Remaining Contractual Term (Years), beginning balance | 3 years 328 days |
Aggregate Intrinsic Value, beginning balance | $ | |
Number of Warrants, Expired | shares | (125,000) |
Weighted Average Exercise Price, Expired | $ / shares | $ 0.40 |
Weighted Average Remaining Contractual Term (Years), Expired | |
Aggregate Intrinsic Value, Expired | $ / shares | |
Number of Warrants, balance ending | shares | 5,148,315 |
Weighted Average Exercise Price, balance ending | $ / shares | $ 0.08 |
Weighted Average Remaining Contractual Term (Years), balance ending | 2 years 146 days |
Aggregate Intrinsic Value, balance ending | $ | |
Number of Warrants, Exercisable | shares | 5,148,315 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.08 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 years 146 days |
Aggregate Intrinsic Value, Exercisable | shares |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended |
Sep. 30, 2017USD ($) | |
Subsequent Events (Details) [Line Items] | |
Bear interest rate | 6.00% |
November 2019 through June 2020 [Member] | |
Subsequent Events (Details) [Line Items] | |
Aggregate principal amount | $ 91,000 |