Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2014 | Feb. 17, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Rich Pharmaceuticals, Inc. | |
Entity Central Index Key | 1504389 | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -28 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 859,822,675 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
Current Assets | ||
Cash and equivalents | $5,823 | $12,387 |
Prepaid expenses | 0 | 1,561 |
Total Current Assets | 5,823 | 13,948 |
Property and equipment, net | 907 | 1,261 |
Intangible assets | 82,120 | 0 |
TOTAL ASSETS | 88,850 | 15,209 |
Current Liabilities | ||
Accounts payable | 182,663 | 180,672 |
Accrued expenses | 382,722 | 451,290 |
Due to related parties | 0 | 36,000 |
Stock deposits | 0 | 147,050 |
Convertible notes payable, net of debt discount | 325,069 | 37,500 |
Derivative liabilities | 304,790 | 0 |
Total Current Liabilities | 1,195,244 | 852,512 |
Long-term Liabilities | ||
Convertible notes payable, net of debt discount | 20,590 | 0 |
Total Liabilities | 1,215,834 | 852,512 |
Stockholders Deficit | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, 6,000,000 shares issued and outstanding, respectively | 6,000 | 6,000 |
Common stock, $.001 par value, 37,503,000,000 shares authorized, 696,618,351 and 414,411,438 shares issued and outstanding, respectively | 696,619 | 414,411 |
Additional paid-in capital | 4,099,206 | 2,043,690 |
Accumulated deficit | -5,928,809 | -3,301,404 |
Total Stockholders Deficit | -1,126,984 | -837,303 |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $88,850 | $15,209 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 | Sep. 06, 2013 | Sep. 05, 2013 |
Statement of Financial Position [Abstract] | ||||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | $0.00 |
Common Stock, Shares Authorized | 37,503,000,000 | 37,503,000,000 | 37,503,000,000 | 90,000,000 |
Common Stock, Issued | 696,618,351 | 414,411,438 | ||
Preferred Stock, Par Value | $0.00 | $0.00 | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, Issued | 6,000,000 | 6,000,000 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||||
REVENUES | $0 | $0 | $0 | $0 |
OPERATING EXPENSES | ||||
Consulting expenses | 7,981 | 79,856 | 169,192 | 149,306 |
Office expenses | 30,950 | 17,008 | 73,268 | 20,343 |
Depreciation expense | 118 | 39 | 355 | 39 |
Wages and taxes | 543,311 | 15,736 | 789,266 | 15,736 |
Professional fees | 261,412 | 22,035 | 590,955 | 85,608 |
Regulatory fees | 6,548 | 936 | 42,195 | 35,856 |
Stock-based compensation | 497,654 | 0 | 679,095 | 0 |
Travel, meals and entertainment | 10,649 | 8,318 | 50,332 | 14,576 |
TOTAL OPERATING EXPENSES | 1,358,623 | 143,928 | 2,394,658 | 321,464 |
LOSS FROM OPERATIONS | -1,358,623 | -143,928 | -2,394,658 | -321,464 |
OTHER INCOME (EXPENSE) | ||||
Amortization of debt discount | -85,596 | 0 | -112,381 | 0 |
Change in value of derivative liability | 49,606 | 0 | 40,871 | 0 |
Derivative expense | -25,187 | 0 | -135,059 | 0 |
Interest expense | -16,248 | 0 | -26,177 | 0 |
Other Income Total | -77,425 | 0 | -232,746 | 0 |
LOSS BEFORE PROVISION FOR INCOME TAXES | -1,436,048 | -143,928 | -2,627,404 | -321,464 |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | ($1,436,048) | ($143,928) | ($2,627,404) | ($321,464) |
NET LOSS PER SHARE: BASIC AND DILUTED | $0 | $0 | ($0.01) | $0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 671,142,222 | 414,053,647 | 505,702,264 | 680,429,772 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | ($2,627,404) | ($321,464) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 355 | 39 |
Amortization of debt discount | 112,381 | 0 |
Change in value of derivative liability | 40,871 | 0 |
Amortization of original issue discount recorded as interest | 5,958 | 0 |
Derivative expense | 135,059 | 0 |
Stock-based compensation | 1,445,145 | 0 |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses | 1,561 | 0 |
Increase in accounts payable | 1,991 | 59,584 |
Increase (decrease) in accrued expenses | -68,568 | 0 |
Net Cash Used by Operating Activities | -1,034,393 | -261,841 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of fixed assets | 0 | -1,419 |
Acquisition of intangible assets | 0 | -22,413 |
Net Cash Used by Investing Activities | 0 | -23,832 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans received (repaid) | -36,000 | 4,600 |
Loans received (repaid) from/to related parties | -36,000 | 4,600 |
Proceeds from sale of common stock and warrants | 607,050 | 150,000 |
Issuance of convertible note payable | 603,829 | 0 |
Net Cash Provided by Financing Activities | 1,027,829 | 301,650 |
Net Increase (Decrease) in Cash and Cash Equivalents | -6,564 | 15,977 |
Cash and cash equivalents, beginning of period | 12,387 | 1,588 |
Cash and cash equivalents, end of period | 5,823 | 17,565 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Stock deposits reclassified as common stock and stock warrants | 147,050 | 0 |
Common stock issued for accrued expense | 0 | |
Original issue discounts recorded on notes payable | 18,341 | 0 |
Debt discounts recorded on convertible notes payable | 163,920 | 0 |
Acquisition of intangibles for stock | 82,120 | 6,200 |
Debt converted to common stock | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Nature of Business |
On August 9, 2010 the Company was incorporated as Nepia Inc. in the State of Nevada. From August 9, 2010 to July 18, 2013, the Company was in the business of developing, manufacturing, and selling small boilers aimed at farmers primarily in Southeast Asia. Beginning on July 19, 2013, the Company acquired bio-pharmaceutical intellectual property for the treatment of acute myeloid leukemia (AML) and is entering into phase II human studies. The goal is to perfect this indication for marketing purposes for distribution world-wide. On August 26, 2013, as a consequence of our new business direction, the Company changed its name to Rich Pharmaceuticals, Inc. (“Rich” or “the Company”). | |
On July 18, 2013, the Company designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares of Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share and votes with common shares as a single class. | |
On July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the intellectual property the Company issued 82,767,038 common shares, and 6,000,000 Series “A” Preferred shares. The common and preferred shares were valued at $123,973. The Company further agreed to use its best efforts to complete a financing resulting in proceeds of at least $2,000,000. If the Company was unable to raise $400,000 according to the terms of the Assignment Agreement, the patent reverts back to Imagic, LLC and its principals. On January 17, 2014, the right of reversion was terminated in exchange for a payment of $20,000. | |
On July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred all assets and business operations associated with our boiler business in exchange for assumption of all obligations associated with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in capital. In consequence to the Sale Agreement two former officers sold 531,292,500 common shares held by them to our new officer/director. In turn, our new officer/director agreed to cancel 500,255,434 of those shares he received and returned them to treasury for retirement. Certain other shareholders also agreed to cancel 262,521,000 common shares. | |
On September 5, 2013, the Company increased the authorized common shares, par value $0.001, from 90,000,000 shares to 37,503,000,000 shares. Correspondingly, the Company affirmed a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common shares for each share held. All share and per share date included in these financial statements has been retrospectively adjusted to account for the stock split. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2014 and March 31, 2014 the Company had $5,823 and $12,387, respectively, of unrestricted cash. | |
Basis of Presentation | |
The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company has adopted a March 31 fiscal year end. | |
Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, as filed with the U.S. Securities and Exchange Commission. | |
Property and Equipment | |
Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives of the assets are as follows: Computer equipment, 3 years. | |
Long-Lived and Intangible Assets | |
The Company accounts for long-lived and intangible assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of March 31, 2014, the Company fully impaired their intangible assets to $0. As of December, 31, 2014, the Company purchased another intangible asset from a related party and valued it at the cost of the intangible to the related party, $82,120. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, amounts due to related parties, stock deposits, and a convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Revenue Recognition | |
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |
Stock-Based Compensation | |
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On September 6, 2013, the Company approved the adoption of Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan (the "2013 Plan”). The 2013 Plan is intended to aid in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants and our affiliates are eligible to participate under the 2013 Plan. A total of 90,004,800 common shares have been reserved for awards under the 2013 Plan. During the nine months ended December 31, 2014, the Company granted 18,083,336 stock options to officers, directors, employees and consultants. | |
Basic Loss Per Share | |
The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. | |
Recent Accounting Pronouncements | |
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. | |
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and equipment | Property and equipment, recorded at cost, consisted of the following as of December 31, 2014 and March 31, 2014: | |||||||
31-Dec-14 | 31-Mar-14 | |||||||
Computer equipment | $ | 1,419 | $ | 1,419 | ||||
Less: accumulated depreciation | (512 | ) | (158 | ) | ||||
Property and equipment, net | $ | 907 | $ | 1,261 | ||||
Depreciation expense was $118 and $355 for the three and nine months ended December 31, 2014, respectively. Depreciation expense was $39 for the three and nine months ended December 31, 2013. |
Intangible_Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | On July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the intellectual property the Company issued 82,767,038 common shares and 6,000,000 Series “A” Preferred Stock. These shares were valued at a total of $123,973. The Company has also paid additional funds to third parties to further the development of this asset and terminate the right of reversion totaling $45,000. The Company analyzed the assets at March 31, 2014 and determined that the value could not be supported and impaired the assets to $0. |
On October 6, 2014, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and its principals to acquire certain assets including a US Patent entitled “Compositions and methods of use of Phorbol Esters for the treatment of Hodgkin’s Lymphoma”, and all related intellectual property, inventions and trade secrets, data and clinical study results. In consideration for the intellectual property the Company issued 220,792,028 common shares. These shares were valued at a total of $7,904,355; however, since the asset was acquired from a related party the Company valued the asset at the cost of the asset to the related party, $82,120, and treated the excess value as a reduction to additional paid in capital. |
Accrued_Expenses
Accrued Expenses | 9 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued expenses consisted of the following as of December 31, 2014 and March 31, 2014: | |||||||
31-Dec-14 | 31-Mar-14 | |||||||
Wages and taxes | 367,833 | 151,290 | ||||||
Accrued interest | 14,889 | 0 | ||||||
Consulting | 0 | 300,000 | ||||||
Total accrued expenses | $ | 382,722 | $ | 451,290 | ||||
The Company amended a consulting agreement on May 7, 2014, to grant 2,500,000 shares to a consultant for work performed through June 30, 2014. The shares were valued on the grant date at $300,000 and that amount had been accrued as of March 31, 2014. |
Related_Party_Debt_and_Transac
Related Party Debt and Transactions | 9 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Debt and Transactions | On July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred all assets and business operations associated with its boiler business in exchange for assumption of all obligations associated with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in capital. |
During the year ended March 31, 2014, the Company received loans from companies controlled by its new CEO or shareholders totaling $36,000. The loans are unsecured, non-interest bearing with no specific terms of repayment. The total due to related parties was $0 as of December 31, 2014. | |
On September 6, 2013, the Company entered into an Employment Agreement with our Chief Executive Officer, Chief Financial Officer, President and Secretary. The Employment Agreement provides for a term of two years; annual compensation of $275,000, a signing bonus of $68,750, and options to purchase up to 3,000,240 shares of common stock at an exercise price of $0.02 per share. The CEO earned $227,133 for the nine months ended December 31, 2014 as a result of this agreement, of which, $216,543 has been accrued as of December 31, 2014. |
Stock_Deposits
Stock Deposits | 9 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Stock Deposits | The Company received deposits for future stock purchases during the year ended March 31, 2014 totaling $147,050. The Company signed subscription agreements with four investors on June 16, 2014 to grant 1,469,000 shares of common stock in exchange for the deposits. The remaining balance as of December 31, 2014 is $0. |
Convertible_Note_Payable
Convertible Note Payable | 9 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | On March 11, 2014, the Company issued a convertible promissory note in the amount of $37,500. The note is due on December 13, 2014 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. On September 22, 2014 the note holder converted $12,000 of the principle into 550,459 common shares at $0.0218 per share, on October 1, 2014 the note holder converted $12,000 of the principle into 648,649 common shares at $0.0185 per share, on October 8, 2014 the note holder converted $9,000 of the principle into 505,618 common shares at $0.0178 per share, on October 16, 2014 the note holder converted $4,500 of the principle and $1,500 in accrued interest into 454,545 common shares at $0.0132 per share leaving a remaining balance of $0. Interest accrued on this note for the period ended December 31, 2014 is $0. |
On April 8, 2014, the Company issued a convertible note payable in the amount of $53,000. The note bears 8% interest and is due on January 14, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. On October 29, 2014 the note holder converted $15,000 of the principle into 1,250,000 common shares at $0.012 per share, on November 3, 2014 the note holder converted $10,000 of the principle into 819,672 common shares at $0.0122 per share, on November 7, 2014 the note holder converted $12,000 of the principle into 1,188,119 common shares at $0.0101 per share, on November 19, 2014 the note holder converted $16,000 of the principle and $2,120 in accrued interest into 2,831,250 common shares at $0.0064 per share leaving a remaining balance of $0. Interest accrued on this note for the period ended December 31, 2014 is $0. | |
On May 21, 2014, the Company issued a convertible note payable in the amount of $42,500. The note bears 8% interest and is due on February 23, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. On December 8, 2014 the note holder converted $15,000 of the principle into 3,488,372 common shares at $0.0043 per share, on December 15, 2014 the note holder converted $12,000 of the principle into 4,285,714 common shares at $0.0028 per share, on December 26, 2014 the note holder converted $15,500 of the principle and $1,700 in accrued interest into 7,478,261 common shares at $0.0023 per share leaving a remaining balance of $0. Interest accrued on this note for the period ended December 31, 2014 is $0. | |
On August 14, 2014, the Company issued a convertible note payable in the amount of $66,780 including an original issue discount of $3,380. The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $2,035. This loan has an unamortized original issue discount of $2,363 as of the end of the period. | |
On August 14, 2014, the Company issued a convertible note payable in the amount of $58,300 including an original issue discount of $3,300. The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the twenty-two (22) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $1,776. This loan has an unamortized original issue discount of $2,063 as of the end of the period. | |
On August 13, 2014, the Company issued a convertible note payable in the amount of $61,111 including an original issue discount of $5,500. The note bears 12% interest and is due on August 14, 2016. The loan becomes convertible immediately at the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $2,813. This loan has an unamortized original issue discount of $4,469 as of the end of the period. | |
On August 19, 2014, the Company issued a convertible note payable in the amount of $57,895 including an original issue discount of $2,895. The note bears 12% interest and is due on August 19, 2016. The loan becomes convertible immediately upon the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $2,551. This loan has an unamortized original issue discount of $2,355 as of the end of the period. | |
On September 18, 2014, the Company issued a convertible note payable in the amount of $64,500 including an original issue discount of $5,500. The note bears a one-time 12% interest rate and is due on September 18, 2015. The loan becomes convertible immediately upon the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. However, if the market price during the 20 day trading period (mentioned above) is below $0.03, then the conversion factor will be reduced to 55%. Interest accrued on this note for the period ended December 31, 2014 is $2,205. This loan has an unamortized original issue discount of $3,897 as of the end of the period. | |
On September 23, 2014, the Company issued a convertible note payable in the amount of $55,000. The note bears 8% interest and is due on June 23, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $1,193. | |
On October 6, 2014, the Company issued a convertible promissory note in the amount of $33,000. The note is due on July 6, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $622. | |
On November 6, 2014, the Company issued a convertible promissory note in the amount of $55,000. The note is due on May 6, 2015 and bears interest at 12% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 52.5% multiplied by lowest daily market price, for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $1,047. | |
On November 25, 2014, the Company issued a convertible promissory note in the amount of $43,000. The note is due on August 28, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $457. | |
On December 16, 2014, the Company issued a convertible note payable in the amount of $33,333 including an original issue discount of $3,333. The note bears 12% interest and is due on December 16, 2016. The loan becomes convertible immediately at the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended December 31, 2014 is $190. This loan has an unamortized original issue discount of $3,194 as of the end of the period. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Derivative Liabilities | In accordance with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative liability on the date each note became convertible. The derivative liability was then revalued on each reporting date. |
As detailed in Note 7 (above) the Company has issued several convertible notes in varying amounts and terms, with the following loans becoming convertible during the nine months ending December 31, 2014:$64,500 note dated September 18, 2014; $61,111 note dated August 13, 2014; $57,895 note dated August 19, 2014; $33,333 note dated December 16, 2014. | |
The Company uses the Black-Scholes option pricing model to value the derivative liability. Included in the model to value the derivative liabilities of the above loans are the following assumptions: stock price at valuation date of $0.004 - $0.0129, exercise price of $0.00186 - $0.00546, dividend yield of zero, years to maturity of 0.126 – 1.95, a risk free rate of 0.026% - 0.69%, and annualized volatility of 143% - 181%. The above loans were all discounted in full based on the valuations and the Company recognized an additional derivative expense of $135,059 upon recording of the derivative liabilities. Once the loans are fully converted, the remaining derivative liability is reclassified to equity as additional paid-in capital. As of December 31, 2014, unamortized debt discount totaling $163,920 remained. | |
ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt. During the period ended December 31, 2014, the Company recorded a total change in the value of the derivative liabilities of $40,871. |
Equity_Transactions
Equity Transactions | 9 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Equity Transactions | The Company has 37,503,000,000 common shares authorized with a par value of $ 0.001 per share. | ||||||||||||||
The Company has 10,000,000 preferred shares authorized with a par value of $ 0.001 per share. | |||||||||||||||
At inception, the Company issued 1,093,837,500 shares of common stock for total cash proceeds of $52,500. | |||||||||||||||
On July 18, 2013, the Company designated, from the 10,000,000 authorized shares of preferred stock, 6,000,000 shares of Series “A” Preferred Stock. The Series “A” Preferred Stock has voting rights of 100 votes per share and votes with common shares as a single class. | |||||||||||||||
On July 18, 2013, the Company granted 6,000,000 Series “A” Preferred shares and 82,767,038 common shares for the intellectual property. The common and preferred shares were valued at a total of $123,973. | |||||||||||||||
On July 19, 2013, our new officer/director agreed to cancel 500,255,434 common shares and returned them to treasury. Certain other shareholders also agreed to cancel 262,521,000 common shares. | |||||||||||||||
On September 5, 2013, the Company increased the authorized common shares from 90,000,000 to 37,503,000,000. Correspondingly, the Company affirmed a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common shares for each share held. All share and per share date included in these financial statements has been retrospectively adjusted to account for the stock split. | |||||||||||||||
On October 29, 2013, the Company granted 250,000 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs can is below. | |||||||||||||||
On December 11, 2013, the Company granted 250,000 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs can is below. | |||||||||||||||
On March 10, 2014, the Company issued 83,334 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs is below. | |||||||||||||||
On April 4, 2014, the Company issued 83,334 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs is below. | |||||||||||||||
On April 15, 2014, the Company issued 1,000,000 units at $0.25 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.35 and a three year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs is below. | |||||||||||||||
On May 7, 2014, the Company granted 2,500,000 shares to a consultant for prior services rendered. The Company had accrued $300,000 for these services as of March 31, 2014. | |||||||||||||||
On June 16, 2014, the Company issued 1,469,000 shares of common stock for stock deposits of $147,050. The Company had received the deposits during the year ended March 31, 2014. | |||||||||||||||
On July 1, 2014, the Company granted 1,000,000 shares to a professional for prior legal services rendered. The Company had accrued $30,000 for these services as of June 30, 2014. | |||||||||||||||
On July 10, 2014, the Company issued 700,000 units at $0.043 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.15 and a three year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs is below. | |||||||||||||||
The Company issued the following common shares to satisfy the conversion of the following debt: | |||||||||||||||
Date | Debt/Interest Converted | Common Stock Issued | Price per Share | ||||||||||||
22-Sep-14 | $ | 12,000 | 550,459 | $ | 0.0218 | ||||||||||
1-Oct-14 | $ | 12,000 | 648,649 | $ | 0.0185 | ||||||||||
8-Oct-14 | $ | 9,000 | 505,618 | $ | 0.0178 | ||||||||||
16-Oct-14 | $ | 7,000 | 454,545 | $ | 0.0132 | ||||||||||
29-Oct-14 | $ | 15,000 | 1,250,000 | $ | 0.012 | ||||||||||
3-Nov-14 | $ | 10,000 | 819,672 | $ | 0.0122 | ||||||||||
7-Nov-14 | $ | 12,000 | 1,188,119 | $ | 0.0101 | ||||||||||
19-Nov-14 | $ | 18,120 | 2,831,250 | $ | 0.0064 | ||||||||||
8-Dec-14 | $ | 15,000 | 3,488,372 | $ | 0.0043 | ||||||||||
15-Dec-14 | $ | 12,000 | 4,285,714 | $ | 0.0028 | ||||||||||
26-Dec-14 | $ | 17,200 | 7,478,261 | $ | 0.0023 | ||||||||||
Total | $ | 139,320 | 23,500,659 | ||||||||||||
On July 29, 2014, the Company issued 700,000 units at $0.05 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.15 and a three year term. The value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs is below. | |||||||||||||||
The following is a summary of the inputs used to determine the value of the warrants issued in connection with common stock using the Black-Scholes option pricing model. | |||||||||||||||
Date | 29-Oct-13 | 11-Dec-13 | 10-Mar-14 | 4-Apr-14 | 15-Apr-14 | 10-Jul-14 | 29-Jul-14 | ||||||||
Warrants | 250,000 | 250,000 | 83,334 | 83,334 | 1,000,000 | 700,000 | 700,000 | ||||||||
Stock price on grant date | $0.30 | $0.02 | $0.02 | $0.20 | $0.25 | $0.04 | $0.04 | ||||||||
Exercise price | $0.50 | $0.50 | $0.50 | $0.50 | $0.35 | $0.15 | $0.15 | ||||||||
Expected life | 1 year | 1 year | 1 year | 1 year | 3 year | 3 year | 3 year | ||||||||
Volatility | 147% | 64% | 65% | 113% | 76% | 119% | 119% | ||||||||
Risk-free rate | 0.12% | 0.11% | 0.13% | 0.12% | 0.84% | 0.96% | 0.98% | ||||||||
Calculated value | $10,473 | $0 | $0 | $3,181 | $104,416 | $12,130 | $12,102 | ||||||||
Fair value allocation of proceeds | $7,381 | $0 | $0 | $3,181 | $104,416 | $8,637 | $8,992 | ||||||||
The following is a summary of the warrant activity for the nine months ended December 31, 2014: | |||||||||||||||
Number of warrants | Weighted average exercise price | ||||||||||||||
Outstanding, March 31, 2014 | 583,334 | $ | 0.5 | ||||||||||||
Granted | 2,483,334 | 0.24 | |||||||||||||
Exercised | — | — | |||||||||||||
Expired | — | — | |||||||||||||
Outstanding, December 31, 2014 | 3,066,668 | $ | 0.29 | ||||||||||||
During the year ended March 31, 2014, the Company granted 47,503,280 stock options to officers, directors, employees and consultants. During the nine months ended December 31, 2014, the Company granted 18,083,336 stock options to officers, directors, employees and consultants. | |||||||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718: Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. | |||||||||||||||
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option, whichever can be more clearly determined. | |||||||||||||||
The following is a summary of the inputs used to determine the value of the options using the Black-Scholes option pricing model. | |||||||||||||||
Date | 6-Sep-13 | 7-Feb-14 | 14-Mar-14 | 7-May-14 | 25-Jul-14 | 6-Oct-14 | |||||||||
Options | 41,003,280 | 1,500,000 | 5,000,000 | 3,500,000 | 750,000 | 15,500,000 | |||||||||
Stock price grant date | $0.02 | $0.02 | $0.30 | $0.12 | $0.07 | $.0358 | |||||||||
Exercise price | $0.02 | $0.02 | $0.30 | $0.12 | $0.06 | $0.02 | |||||||||
Expected life | 10 | 10 | 10 | 10 | 10 | 5 | |||||||||
Volatility | 76% | 74% | 74% | 73% | 88% | 101% | |||||||||
Risk-free rate | 2.94% | 2.71% | 2.65% | 2.56% | 2.53% | 1.04% | |||||||||
Calculated value | $663,307 | $23,825 | $1,182,141 | $315,772 | $45,109 | $454,798 | |||||||||
The following is a summary of the option activity for the nine months ended December 31, 2014: | |||||||||||||||
Number of options | Weighted average exercise price | ||||||||||||||
Outstanding, March 31, 2014 | 47,503,280 | $ | 0.05 | ||||||||||||
Granted | 19,750,000 | $ | 0.039 | ||||||||||||
Exercised | — | — | |||||||||||||
Expired | — | — | |||||||||||||
Outstanding, December 31, 2014 | 67,253,280 | $ | 0.05 |
Commitments_and_Contigencies
Commitments and Contigencies | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Commitments and Contingencies | The Company leases office space on a verbal month-to-month agreement. Monthly rent is approximately $2,500. |
The inventor of the intellectual property which was assigned to Rich Pharmaceuticals, Inc. in July 2013 by Imagic, LLC and Richard L. Chang’s Holdings, LLC is presently in declaratory relief litigation with Biosuccess Biotech, Co. LTD. (“Biosuccess”), a company who was previously assigned licensing rights in the intellectual property. In connection with this litigation, on January 17, 2014, the Company received notice of a complaint filed by Biosuccess against the Company, Imagic, LLC, Richard L. Chang’s Holdings, LLC, and Ben Chang (our CEO and a director) in the United States District Court, Central District of California Western Division (the “District Court”). The Complaint includes allegations of patent and copyright infringement, misappropriation of trade secrets, breach of fiduciary duty, unfair competition and other causes of actions against the Company, Imagic, LLC, Richard L. Chang’s Holdings, LLC, and Ben Chang (the “Litigation”). The Complaint seeks relief which includes compensatory damages, attorneys’ fees and costs, an award of treble damages, and such other relief as the court may deem just and proper. The trial for the Litigation involving the Company is scheduled for July 2015. | |
The Company believes the allegations in the complaint are without merit and the Company intends to defend itself in the Litigation. However, the Company has incurred expenses and the diversion of financial resources and management personnel in responding to the complaint. Additionally, an adverse determination against the Company in the Litigation may subject us to significant liabilities or require us to seek licenses that may not be available from third parties on commercially favorable terms, if at all. Further, an adverse determination against the Company in the Litigation may require us to pay substantial financial damages, which can be tripled if the infringement is deemed willful, or be required to discontinue or significantly delay development, marketing, selling and licensing of the Company’s affected products and intellectual property rights. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | As of December 31, 2014, the Company had net operating loss carry forwards of approximately $5,928,809 that may be available to reduce future years’ taxable income in varying amounts through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. | |||||||
The provision for Federal income tax consists of the following for the nine months ended December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current operations | $ | 893,300 | $ | 109,300 | ||||
Less: valuation allowance | (893,300 | ) | (109,300 | ) | ||||
Net provision for Federal income taxes | $ | 0 | $ | 0 | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2014 and March 31, 2014: | ||||||||
31-Dec-14 | 31-Mar-14 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 1,942,835 | $ | 1,049,535 | ||||
Less: valuation allowance | (1,942,835 | ) | (1,049,535 | ) | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $5,928,809 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. |
Liquidity_and_Going_Concern
Liquidity and Going Concern | 9 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | The Company has a working capital deficit, has not yet received revenues from sales of products or services, and has incurred losses since inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Subsequent Events | Effective January 6, 2015, the Company entered into a financing agreement related to annual insurance coverage of $10,623. The agreement stipulates ten monthly payments of $792.13 and carries an interest rate of 10.5%. |
On January 9, 2015, the Company issued a convertible note payable in the amount of $33,000. The note bears 8% interest and is due on October 13, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. | |
Effective January 12, 2015, the Company approved the re-pricing of all of the 67,253,280 previously granted options under the Company’s 2013 Equity Incentive Plan, which had exercise prices between $0.30 per share and $.0191984 per share, to $0.0017 per share which was the closing price of the Company’s common stock on January 9, 2015. All of the other terms of the options remained unchanged. | |
On January 28, 2015 the Company issued 35,000,000 common shares at $0.00057 per share related to the agreement dated August 12, 2014, where the Company entered into an Investment Agreement and Registration Rights Agreement with Macallan Partners (“Macallan”) pursuant to which Macallan has agreed to purchase up to $4,000,000 in shares of Company common stock. The obligations of Macallan to purchase the shares of Company common stock are subject to the conditions set forth in the Investment Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to Macallan be filed with the Securities and Exchange Commission and become effective. | |
On February 11, 2015, the Company issued 74,750,000 shares of Company common stock to satisfy the conversion of $29,900 of a convertible note payable with Vista Capital Investments, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company. | |
On February 12, 2015, the Company issued 37,356,055 shares of Company common stock to satisfy the conversion of $17,333.21 of a convertible note payable with Toledo Advisors, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company. | |
On February 15, 2015, the Company issued 73,924,324 shares of Company common stock to satisfy the conversion of $35,730.09 of a convertible note payable with LG Capital Funding LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company. | |
On February 18, 2015, the Company closed a financing pursuant to which it issued a convertible note payable (the “Note”) in the amount of $54,000 to KBM Worldwide, Inc. The Note bears 8% interest and is due on November 9, 2015. The Note becomes convertible 180 days after the date of the Note. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The foregoing is only a brief description of the material terms of the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to the Note which is filed as an exhibit to this Quarterly Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Nature of Business | On August 9, 2010 the Company was incorporated as Nepia Inc. in the State of Nevada. From August 9, 2010 to July 18, 2013, the Company was in the business of developing, manufacturing, and selling small boilers aimed at farmers primarily in Southeast Asia. Beginning on July 19, 2013, the Company acquired bio-pharmaceutical intellectual property for the treatment of acute myeloid leukemia (AML) and is entering into phase II human studies. The goal is to perfect this indication for marketing purposes for distribution world-wide. On August 26, 2013, as a consequence of our new business direction, the Company changed its name to Rich Pharmaceuticals, Inc. (“Rich” or “the Company”). |
On July 18, 2013, the Company designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares of Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share and votes with common shares as a single class. | |
On July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the intellectual property the Company issued 82,767,038 common shares, and 6,000,000 Series “A” Preferred shares. The common and preferred shares were valued at $123,973. The Company further agreed to use its best efforts to complete a financing resulting in proceeds of at least $2,000,000. If the Company was unable to raise $400,000 according to the terms of the Assignment Agreement, the patent reverts back to Imagic, LLC and its principals. On January 17, 2014, the right of reversion was terminated in exchange for a payment of $20,000. | |
On July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred all assets and business operations associated with our boiler business in exchange for assumption of all obligations associated with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in capital. In consequence to the Sale Agreement two former officers sold 531,292,500 common shares held by them to our new officer/director. In turn, our new officer/director agreed to cancel 500,255,434 of those shares he received and returned them to treasury for retirement. Certain other shareholders also agreed to cancel 262,521,000 common shares. | |
On September 5, 2013, the Company increased the authorized common shares, par value $0.001, from 90,000,000 shares to 37,503,000,000 shares. Correspondingly, the Company affirmed a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common shares for each share held. All share and per share date included in these financial statements has been retrospectively adjusted to account for the stock split. | |
Cash and Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2014 and March 31, 2014 the Company had $5,823 and $12,387, respectively, of unrestricted cash. |
Basis of Presentation | The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company has adopted a March 31 fiscal year end. |
Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, as filed with the U.S. Securities and Exchange Commission. | |
Property and Equipment | Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives of the assets are as follows: Computer equipment, 3 years. |
Long-Lived and Intangible Assets | On July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the intellectual property the Company issued 82,767,038 common shares and 6,000,000 Series “A” Preferred Stock. These shares were valued at a total of $123,973. The Company has also paid additional funds to third parties to further the development of this asset and terminate the right of reversion totaling $45,000. The Company analyzed the assets at March 31, 2014 and determined that the value could not be supported and impaired the assets to $0. |
On October 6, 2014, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and its principals to acquire certain assets including a US Patent entitled “Compositions and methods of use of Phorbol Esters for the treatment of Hodgkin’s Lymphoma”, and all related intellectual property, inventions and trade secrets, data and clinical study results. In consideration for the intellectual property the Company issued 220,792,028 common shares. These shares were valued at a total of $7,904,355; however, since the asset was acquired from a related party the Company valued the asset at the cost of the asset to the related party, $82,120, and treated the excess value as a reduction to additional paid in capital. | |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, amounts due to related parties, stock deposits, and a convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Revenue Recognition | The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured. |
Stock-Based Compensation | Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On September 6, 2013, the Company approved the adoption of Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan (the "2013 Plan”). The 2013 Plan is intended to aid in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants and our affiliates are eligible to participate under the 2013 Plan. A total of 90,004,800 common shares have been reserved for awards under the 2013 Plan. During the nine months ended December 31, 2014, the Company granted 18,083,336 stock options to officers, directors, employees and consultants. |
Basic loss per share | The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. |
Recent Accounting Pronouncements | On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | 31-Dec-14 | 31-Mar-14 | ||||||
Computer equipment | $ | 1,419 | $ | 1,419 | ||||
Less: accumulated depreciation | (512 | ) | (158 | ) | ||||
Property and equipment, net | $ | 907 | $ | 1,261 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Expenses | 31-Dec-14 | 31-Mar-14 | ||||||
Wages and taxes | 367,833 | 151,290 | ||||||
Accrued interest | 14,889 | 0 | ||||||
Consulting | 0 | 300,000 | ||||||
Total accrued expenses | $ | 382,722 | $ | 451,290 |
Equity_Transactions_Tables
Equity Transactions (Tables) | 9 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Schedule of Conversion of Debt | Date | Debt/Interest Converted | Common Stock Issued | Price per Share | |||||||||||
22-Sep-14 | $ | 12,000 | 550,459 | $ | 0.0218 | ||||||||||
1-Oct-14 | $ | 12,000 | 648,649 | $ | 0.0185 | ||||||||||
8-Oct-14 | $ | 9,000 | 505,618 | $ | 0.0178 | ||||||||||
16-Oct-14 | $ | 7,000 | 454,545 | $ | 0.0132 | ||||||||||
29-Oct-14 | $ | 15,000 | 1,250,000 | $ | 0.012 | ||||||||||
3-Nov-14 | $ | 10,000 | 819,672 | $ | 0.0122 | ||||||||||
7-Nov-14 | $ | 12,000 | 1,188,119 | $ | 0.0101 | ||||||||||
19-Nov-14 | $ | 18,120 | 2,831,250 | $ | 0.0064 | ||||||||||
8-Dec-14 | $ | 15,000 | 3,488,372 | $ | 0.0043 | ||||||||||
15-Dec-14 | $ | 12,000 | 4,285,714 | $ | 0.0028 | ||||||||||
26-Dec-14 | $ | 17,200 | 7,478,261 | $ | 0.0023 | ||||||||||
Total | $ | 139,320 | 23,500,659 | ||||||||||||
Schedule of Value of Warrants | Date | 29-Oct-13 | 11-Dec-13 | 10-Mar-14 | 4-Apr-14 | 15-Apr-14 | 10-Jul-14 | 29-Jul-14 | |||||||
Warrants | 250,000 | 250,000 | 83,334 | 83,334 | 1,000,000 | 700,000 | 700,000 | ||||||||
Stock price on grant date | $0.30 | $0.02 | $0.02 | $0.20 | $0.25 | $0.04 | $0.04 | ||||||||
Exercise price | $0.50 | $0.50 | $0.50 | $0.50 | $0.35 | $0.15 | $0.15 | ||||||||
Expected life | 1 year | 1 year | 1 year | 1 year | 3 year | 3 year | 3 year | ||||||||
Volatility | 147% | 64% | 65% | 113% | 76% | 119% | 119% | ||||||||
Risk-free rate | 0.12% | 0.11% | 0.13% | 0.12% | 0.84% | 0.96% | 0.98% | ||||||||
Calculated value | $10,473 | $0 | $0 | $3,181 | $104,416 | $12,130 | $12,102 | ||||||||
Fair value allocation of proceeds | $7,381 | $0 | $0 | $3,181 | $104,416 | $8,637 | $8,992 | ||||||||
Schedule of Warrant Activity | Number of warrants | Weighted average exercise price | |||||||||||||
Outstanding, March 31, 2014 | 583,334 | $ | 0.5 | ||||||||||||
Granted | 2,483,334 | 0.24 | |||||||||||||
Exercised | — | — | |||||||||||||
Expired | — | — | |||||||||||||
Outstanding, December 31, 2014 | 3,066,668 | $ | 0.29 | ||||||||||||
Schedule of Value of Options | Date | 6-Sep-13 | 7-Feb-14 | 14-Mar-14 | 7-May-14 | 25-Jul-14 | 6-Oct-14 | ||||||||
Options | 41,003,280 | 1,500,000 | 5,000,000 | 3,500,000 | 750,000 | 15,500,000 | |||||||||
Stock price grant date | $0.02 | $0.02 | $0.30 | $0.12 | $0.07 | $.0358 | |||||||||
Exercise price | $0.02 | $0.02 | $0.30 | $0.12 | $0.06 | $0.02 | |||||||||
Expected life | 10 | 10 | 10 | 10 | 10 | 5 | |||||||||
Volatility | 76% | 74% | 74% | 73% | 88% | 101% | |||||||||
Risk-free rate | 2.94% | 2.71% | 2.65% | 2.56% | 2.53% | 1.04% | |||||||||
Calculated value | $663,307 | $23,825 | $1,182,141 | $315,772 | $45,109 | $454,798 | |||||||||
Schedule of Option Activity | Number of options | Weighted average exercise price | |||||||||||||
Outstanding, March 31, 2014 | 47,503,280 | $ | 0.05 | ||||||||||||
Granted | 19,750,000 | $ | 0.039 | ||||||||||||
Exercised | — | — | |||||||||||||
Expired | — | — | |||||||||||||
Outstanding, December 31, 2014 | 67,253,280 | $ | 0.05 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Federal Income Tax | 2014 | 2013 | ||||||
Federal income tax benefit attributable to: | ||||||||
Current operations | $ | 893,300 | $ | 109,300 | ||||
Less: valuation allowance | (893,300 | ) | (109,300 | ) | ||||
Net provision for Federal income taxes | $ | 0 | $ | 0 | ||||
Schedule of Deferred Tax Asset | 31-Dec-14 | 31-Mar-14 | ||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 2,015,795 | $ | 1,049,535 | ||||
Less: valuation allowance | (2,015,795 | ) | (1,049,535 | ) | ||||
Net deferred tax asset | $ | 0 | $ | 0 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 9 Months Ended | ||||
Dec. 31, 2014 | Mar. 31, 2014 | Sep. 06, 2013 | Sep. 05, 2013 | Jul. 18, 2013 | |
Date Of Incorporation | 9-Aug-10 | ||||
Current Fiscal Year End Date | -28 | ||||
Computer equipment | 3 years | ||||
Series A Preferred Stock, Designated | 6,000,000 | 6,000,000 | |||
Cancellation of loans | $0 | ||||
Common Stock, Shares Authorized | 37,503,000,000 | 37,503,000,000 | 37,503,000,000 | 90,000,000 | |
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | $0.00 | |
Stock split ratio | 416.7 | ||||
Cash and cash equivalent | 5,823 | 12,387 | |||
Intangible assets | 82,120 | ||||
Reserved common shares | 90,004,800 | ||||
Stock options granted | 18,083,336 | ||||
Asset Assign Agmt | |||||
Date of Agreement | 7/18/13 | ||||
Common Stock, shares issued | 82,767,038 | ||||
Series A Preferred Stock, shares issued | 6,000,000 | ||||
Shares Issued, Value | 123,973 | ||||
Termination of agreement | 20,000 | ||||
Additional cash required | 2,000,000 | ||||
Sale Agmt | |||||
Date of Agreement | 7/19/13 | ||||
Cancellation of loans | $28,818 | ||||
Shares sold by former officers | 531,292,500 | ||||
Shares returned to treasury | 500,255,434 | ||||
Shares agreed to cancel | 262,521,000 |
Property_and_equipment_Schedul
Property and equipment - Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $1,419 | $1,419 |
Less: accumulated depreciation | -512 | -158 |
Property and equipment, net | $907 | $1,261 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details Narrative | ||||
Depreciation expense | $118 | $39 | $355 | $39 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Asset Assign Agmt #2 | |
Date of Agreement | 10/6/14 |
Common Stock, shares issued | 220,792,028 |
Shares Issued, Value | $7,904,355 |
Cost of Asset | 82,120 |
Asset Assign Agmt | |
Date of Agreement | 7/18/13 |
Common Stock, shares issued | 82,767,038 |
Series A Preferred Stock, shares issued | 6,000,000 |
Shares Issued, Value | 123,973 |
Termination of agreement, termination the right of reversion | 45,000 |
Termination of agreement | 20,000 |
Impairment of Assets | $0 |
Accrued_Expenses_Schedule_of_A
Accrued Expenses - Schedule of Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
Payables and Accruals [Abstract] | ||
Wages and taxes | $367,833 | $151,290 |
Accrued interest | 14,889 | 0 |
Consulting | 0 | 300,000 |
Total accrued expenses | $382,722 | $451,290 |
Accrued_Expenses_Details_Narra
Accrued Expenses (Details Narrative) (Consulting Agreement, USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Consulting Agreement | |
Date of Agreement | 5/7/14 |
Shares issued to consultant | 2,500,000 |
Share issued, value | $300,000 |
Related_Party_Debt_and_Transac1
Related Party Debt and Transactions (Details Narrative) (USD $) | 9 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2014 | |
Cancellation of loans | $0 | |
Loan from related party | 36,000 | |
Due to related parties | 0 | 36,000 |
Employment Agmt | ||
Date of Agreement | 9/6/13 | |
Term of Agreement | 2 years | |
Annual Compensation | 275,000 | |
Options to purchase | 3,000,240 | |
Options to purchase, exercise price | $0.02 | |
Bonus | 68,750 | |
Earnings | 227,133 | |
Accrued wages | 219,543 | |
Sale Agmt | ||
Date of Agreement | 7/19/13 | |
Cancellation of loans | $28,818 |
Stock_Deposits_Details_Narrati
Stock Deposits (Details Narrative) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Proceeds from stock deposits | $147,050 |
Stokc issued in exchange for deposits | 1,469,000 |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details Narrative) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Debt Instrument, Converted Amount | $0 | |
Convertible Prom Note #1 | ||
Date of Agreement | 3/11/14 | |
Convertible Note | 37,500 | |
Interest Rate | 8.00% | |
Due Date | 13-Dec-14 | |
Interest Accrued | 0 | |
Convertible Note, Balance | 0 | |
Convertible Prom Note #2 | ||
Date of Agreement | 4/8/14 | |
Convertible Note | 53,000 | |
Interest Rate | 8.00% | |
Due Date | 14-Jan-15 | |
Interest Accrued | 0 | |
Convertible Note, Balance | 0 | |
Convertible Prom Note #3 | ||
Date of Agreement | 5/21/14 | |
Convertible Note | 42,500 | |
Interest Rate | 8.00% | |
Due Date | 23-Feb-15 | |
Interest Accrued | 0 | |
Convertible Note, Balance | 0 | |
Convertible Prom Note #4 | ||
Date of Agreement | 8/14/14 | |
Convertible Note | 66,780 | |
Interest Rate | 8.00% | |
Due Date | 14-Aug-15 | |
Interest Accrued | 2,035 | |
Original Issue Discount | 3,380 | |
Original Issue Discount, unamortized | 2,363 | |
Convertible Prom Note #5 | ||
Date of Agreement | 8/14/14 | |
Convertible Note | 58,300 | |
Interest Rate | 8.00% | |
Due Date | 14-Aug-15 | |
Interest Accrued | 1,776 | |
Original Issue Discount | 3,300 | |
Original Issue Discount, unamortized | 2,063 | |
Convertible Prom Note #6 | ||
Date of Agreement | 8/13/14 | |
Convertible Note | 61,111 | |
Interest Rate | 12.00% | |
Due Date | 14-Aug-16 | |
Interest Accrued | 2,813 | |
Original Issue Discount | 5,500 | |
Original Issue Discount, unamortized | 4,469 | |
Convertible Prom Note #7 | ||
Date of Agreement | 8/19/14 | |
Convertible Note | 57,895 | |
Interest Rate | 12.00% | |
Due Date | 19-Aug-16 | |
Interest Accrued | 2,551 | |
Original Issue Discount | 2,895 | |
Original Issue Discount, unamortized | 2,355 | |
Convertible Prom Note #8 | ||
Date of Agreement | 9/18/14 | |
Convertible Note | 64,500 | |
Interest Rate | 12.00% | |
Due Date | 18-Sep-15 | |
Interest Accrued | 2,205 | |
Original Issue Discount | 5,500 | |
Original Issue Discount, unamortized | 3,897 | |
Convertible Prom Note #9 | ||
Date of Agreement | 9/23/14 | |
Convertible Note | 55,000 | |
Interest Rate | 8.00% | |
Due Date | 23-Jun-15 | |
Interest Accrued | 1,193 | |
Convertible Prom Note #10 | ||
Date of Agreement | 10/6/14 | |
Convertible Note | 33,000 | |
Interest Rate | 8.00% | |
Due Date | 6-Jul-15 | |
Interest Accrued | 622 | |
Convertible Prom Note #11 | ||
Date of Agreement | 11/6/14 | |
Convertible Note | 55,000 | |
Interest Rate | 12.00% | |
Due Date | 6-May-15 | |
Interest Accrued | 1,047 | |
Convertible Prom Note #12 | ||
Date of Agreement | 11/25/14 | |
Convertible Note | 43,000 | |
Interest Rate | 8.00% | |
Due Date | 28-Aug-15 | |
Interest Accrued | 457 | |
Convertible Prom Note #13 | ||
Date of Agreement | 12/16/14 | |
Convertible Note | 33,333 | |
Interest Rate | 12.00% | |
Due Date | 16-Dec-16 | |
Interest Accrued | 190 | |
Original Issue Discount | 3,333 | |
Original Issue Discount, unamortized | 3,194 | |
Debt Conversion #1 | ||
Date of Agreement | 9/22/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 550,459 | |
Common Stock, price per share | $0.02 | |
Debt Conversion #2 | ||
Date of Agreement | 10/1/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 648,649 | |
Common Stock, price per share | $0.02 | |
Debt Conversion #3 | ||
Date of Agreement | 10/8/14 | |
Debt Instrument, Converted Amount | 9,000 | |
Common Stock, shares issued | 505,618 | |
Common Stock, price per share | $0.02 | |
Debt Conversion #4 | ||
Date of Agreement | 10/16/14 | |
Debt Instrument, Converted Amount | 7,000 | |
Common Stock, shares issued | 454,545 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #5 | ||
Date of Agreement | 10/29/14 | |
Debt Instrument, Converted Amount | 15,000 | |
Common Stock, shares issued | 1,250,000 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #6 | ||
Date of Agreement | 11/3/14 | |
Debt Instrument, Converted Amount | 10,000 | |
Common Stock, shares issued | 819,672 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #7 | ||
Date of Agreement | 11/7/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 1,188,119 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #8 | ||
Date of Agreement | 11/19/14 | |
Debt Instrument, Converted Amount | 18,120 | |
Common Stock, shares issued | 2,831,250 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #9 | ||
Date of Agreement | 12/8/14 | |
Debt Instrument, Converted Amount | 15,000 | |
Common Stock, shares issued | 3,488,372 | |
Common Stock, price per share | $0.00 | |
Debt Conversion #10 | ||
Date of Agreement | 12/15/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 4,285,714 | |
Common Stock, price per share | $0.00 | |
Debt Conversion #11 | ||
Date of Agreement | 12/26/14 | |
Debt Instrument, Converted Amount | $17,200 | |
Common Stock, shares issued | 7,478,261 | |
Common Stock, price per share | $0.00 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative expense | ($25,187) | $0 | ($135,059) | $0 |
Change in value of derivative liability | -49,606 | 0 | -40,871 | 0 |
Debt Discount, Unamortized | 163,920 | 163,920 | ||
Convertible Prom Note #6 | ||||
Date of Agreement | 8/13/14 | |||
Convertible Note | 61,111 | |||
Convertible Prom Note #7 | ||||
Date of Agreement | 8/19/14 | |||
Convertible Note | 57,895 | |||
Convertible Prom Note #8 | ||||
Date of Agreement | 9/18/14 | |||
Convertible Note | 64,500 | |||
Convertible Prom Note #13 | ||||
Date of Agreement | 12/16/14 | |||
Convertible Note | 33,333 | |||
Convertible Prom Note #1 | ||||
Date of Agreement | 3/11/14 | |||
Convertible Note | $37,500 |
Equity_Transactions_Schedule_o
Equity Transactions - Schedule of Conversion of Debt (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Debt Instrument, Converted Amount | $0 | |
Debt Conversion #1 | ||
Date of Agreement | 9/22/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 550,459 | |
Common Stock, price per share | $0.02 | |
Debt Conversion #2 | ||
Date of Agreement | 10/1/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 648,649 | |
Common Stock, price per share | $0.02 | |
Debt Conversion #3 | ||
Date of Agreement | 10/8/14 | |
Debt Instrument, Converted Amount | 9,000 | |
Common Stock, shares issued | 505,618 | |
Common Stock, price per share | $0.02 | |
Debt Conversion #4 | ||
Date of Agreement | 10/16/14 | |
Debt Instrument, Converted Amount | 7,000 | |
Common Stock, shares issued | 454,545 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #5 | ||
Date of Agreement | 10/29/14 | |
Debt Instrument, Converted Amount | 15,000 | |
Common Stock, shares issued | 1,250,000 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #6 | ||
Date of Agreement | 11/3/14 | |
Debt Instrument, Converted Amount | 10,000 | |
Common Stock, shares issued | 819,672 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #7 | ||
Date of Agreement | 11/7/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 1,188,119 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #8 | ||
Date of Agreement | 11/19/14 | |
Debt Instrument, Converted Amount | 18,120 | |
Common Stock, shares issued | 2,831,250 | |
Common Stock, price per share | $0.01 | |
Debt Conversion #9 | ||
Date of Agreement | 12/8/14 | |
Debt Instrument, Converted Amount | 15,000 | |
Common Stock, shares issued | 3,488,372 | |
Common Stock, price per share | $0.00 | |
Debt Conversion #10 | ||
Date of Agreement | 12/15/14 | |
Debt Instrument, Converted Amount | 12,000 | |
Common Stock, shares issued | 4,285,714 | |
Common Stock, price per share | $0.00 | |
Debt Conversion #11 | ||
Date of Agreement | 12/26/14 | |
Debt Instrument, Converted Amount | 17,200 | |
Common Stock, shares issued | 7,478,261 | |
Common Stock, price per share | $0.00 | |
Debt Conversion Total | ||
Debt Instrument, Converted Amount | $139,320 | |
Common Stock, shares issued | 23,500,659 |
Equity_Transactions_Schedule_o1
Equity Transactions - Schedule of Value of Warrants (Details) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Warrant #1 | |
Date | 29-Oct-13 |
Warrants | $250,000 |
Stock price on grant date | $0.30 |
Exercise price | $0.50 |
Expected life | 1 year |
Volatility | 147.00% |
Risk-free rate | 0.12% |
Calculated value | 10,473 |
Fair value allocation of proceeds | 7,381 |
Warrant #2 | |
Date | 11-Dec-13 |
Warrants | 250,000 |
Stock price on grant date | $0.30 |
Exercise price | $0.50 |
Expected life | 1 year |
Volatility | 64.00% |
Risk-free rate | 0.11% |
Calculated value | 0 |
Fair value allocation of proceeds | 0 |
Warrant #3 | |
Date | 10-Mar-14 |
Warrants | 83,334 |
Stock price on grant date | $0.30 |
Exercise price | $0.50 |
Expected life | 1 year |
Volatility | 65.00% |
Risk-free rate | 0.13% |
Calculated value | 0 |
Fair value allocation of proceeds | 0 |
Warrant #4 | |
Date | 4-Apr-14 |
Warrants | 83,334 |
Stock price on grant date | $0.30 |
Exercise price | $0.50 |
Expected life | 1 year |
Volatility | 113.00% |
Risk-free rate | 0.12% |
Calculated value | 3,181 |
Fair value allocation of proceeds | 3,181 |
Warrant #5 | |
Date | 15-Apr-14 |
Warrants | 1,000,000 |
Stock price on grant date | $0.25 |
Exercise price | $0.35 |
Expected life | 3 years |
Volatility | 76.00% |
Risk-free rate | 0.84% |
Calculated value | 104,416 |
Fair value allocation of proceeds | 104,416 |
Warrant #6 | |
Date | 10-Jul-14 |
Warrants | 700,000 |
Stock price on grant date | $0.04 |
Exercise price | $0.15 |
Expected life | 3 years |
Volatility | 119.00% |
Risk-free rate | 0.96% |
Calculated value | 12,130 |
Fair value allocation of proceeds | 8,637 |
Warrant #7 | |
Date | 29-Jul-14 |
Warrants | 700,000 |
Stock price on grant date | $0.04 |
Exercise price | $0.15 |
Expected life | 3 years |
Volatility | 119.00% |
Risk-free rate | 0.98% |
Calculated value | 12,102 |
Fair value allocation of proceeds | $8,992 |
Equity_Transactions_Schedule_o2
Equity Transactions - Schedule of Warrant Activity (Details) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Beginning Balance, Issued Warrants | 583,334 |
Beginning Balance, Average Exercise Price | $0.50 |
Issued, Warrants | 2,483,334 |
Issued, Average Exercise Price | $0.24 |
Exercised, Warrants | |
Exercised, Average Exercise Price | |
Expired Warrants | |
Expired Average Exercise Price | |
Ending Balance, Issued Warrants | 3,066,668 |
Ending Balance, Average Exercise Price | $0.29 |
Equity_Transactions_Schedule_o3
Equity Transactions - Schedule of Value of Options (Details) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Stock Option #1 | |
Date | 6-Sep-13 |
Options | 41,003,280 |
Stock price on grant date | $0.02 |
Exercise price | $0.02 |
Expected life | 10 years |
Volatility | 76.00% |
Risk-free rate | 2.94% |
Calculated value | $663,307 |
Stock Option #2 | |
Date | 7-Feb-14 |
Options | 1,500,000 |
Stock price on grant date | $0.02 |
Exercise price | $0.02 |
Expected life | 10 years |
Volatility | 74.00% |
Risk-free rate | 2.71% |
Calculated value | 23,825 |
Stock Option #3 | |
Date | 14-Mar-14 |
Options | 5,000,000 |
Stock price on grant date | $0.30 |
Exercise price | $0.30 |
Expected life | 10 years |
Volatility | 74.00% |
Risk-free rate | 2.65% |
Calculated value | 1,182,141 |
Stock Option #4 | |
Date | 7-May-14 |
Options | 3,500,000 |
Stock price on grant date | $0.12 |
Exercise price | $0.12 |
Expected life | 10 years |
Volatility | 73.00% |
Risk-free rate | 2.56% |
Calculated value | 315,772 |
Stock Option #5 | |
Date | 25-Jul-14 |
Options | 750,000 |
Stock price on grant date | $0.07 |
Exercise price | $0.06 |
Expected life | 10 years |
Volatility | 88.00% |
Risk-free rate | 2.53% |
Calculated value | 45,109 |
Stock Option #6 | |
Date | 6-Oct-14 |
Options | 15,500,000 |
Stock price on grant date | $0.04 |
Exercise price | $0.02 |
Expected life | 5 years |
Volatility | 101.00% |
Risk-free rate | 1.04% |
Calculated value | $454,798 |
Equity_Transactions_Schedule_o4
Equity Transactions - Schedule of Option Activity (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Mar. 31, 2014 | |
Accounting Policies [Abstract] | ||
Beginning Balance, number of shares | 47,503,280 | |
Beginning Balance, weighted average exercise price | 0.05 | |
Options granted, number of shares | 18,083,336 | 47,503,280 |
Options granted, weighted average exercise price | 0.039 | |
Options exercised, number of shares | ||
Options exercised, weighted average exercise price | ||
Options expired, number of shares | ||
Options expired, weighted average exercise price | ||
Ending Balance, number of shares | 67,253,280 | 47,503,280 |
Ending Balance, weighted average exercise price | 0.05 | 0.05 |
Equity_Transactions_Details_Na
Equity Transactions (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 44 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 06, 2013 | Sep. 05, 2013 | Jul. 18, 2013 | |
Common Stock, Shares Authorized | 37,503,000,000 | 37,503,000,000 | 37,503,000,000 | 37,503,000,000 | 90,000,000 | ||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par Value | $0.00 | $0.00 | $0.00 | ||||
Series A Preferred Stock, Designated | 6,000,000 | 6,000,000 | |||||
Issuance of common stock for cash, shares | 1,093,837,500 | ||||||
Issuance of common stock for cash, amount | $52,500 | ||||||
Common Stock, Issued | 696,618,351 | 414,411,438 | 414,411,438 | ||||
Preferred Stock, Issued | 6,000,000 | 6,000,000 | 6,000,000 | ||||
Stock split ratio | 416.7 | ||||||
Options granted, number of shares | 18,083,336 | 47,503,280 | |||||
Shares issued for services, value | 0 | ||||||
Debt Instrument, Converted Amount | 0 | ||||||
Warrant #6 | |||||||
Common Stock, shares issued | 700,000 | ||||||
Date | 10-Jul-14 | ||||||
Warrants | 700,000 | ||||||
Stock price on grant date | $0.04 | ||||||
Exercise price | $0.15 | ||||||
Expected life | 3 years | ||||||
Warrant #7 | |||||||
Common Stock, shares issued | 700,000 | ||||||
Date | 29-Jul-14 | ||||||
Warrants | 700,000 | ||||||
Stock price on grant date | $0.05 | ||||||
Exercise price | $0.15 | ||||||
Expected life | 3 years | ||||||
Legal Services | |||||||
Shares issued for services | 1,000,000 | ||||||
Shares issued for services, value | 30,000 | ||||||
Date | 1-Jul-14 | ||||||
Asset Assign Agmt | |||||||
Date of Agreement | 7/18/13 | ||||||
Common Stock, shares issued | 82,767,038 | ||||||
Series A Preferred Stock, shares issued | 6,000,000 | ||||||
Shares Issued, Value | 123,973 | ||||||
Sale Agmt | |||||||
Shares agreed to cancel | 262,521,000 | ||||||
Shares returned to treasury | 500,255,434 | ||||||
Date of Agreement | 7/19/13 | ||||||
Consultant | |||||||
Shares issued for services | 2,500,000 | ||||||
Shares issued for services, value | 300,000 | ||||||
Date | 7-May-14 | ||||||
Stock Deposits | |||||||
Common Stock, shares issued | 1,469,000 | ||||||
Shares Issued, Value | 147,050 | ||||||
Date | 16-Jun-14 | ||||||
Warrant #1 | |||||||
Common Stock, shares issued | 250,000 | ||||||
Date | 29-Oct-13 | ||||||
Warrants | 250,000 | ||||||
Stock price on grant date | $0.30 | ||||||
Exercise price | $0.50 | ||||||
Expected life | 1 year | ||||||
Warrant #2 | |||||||
Common Stock, shares issued | 250,000 | ||||||
Date | 11-Dec-13 | ||||||
Warrants | 250,000 | ||||||
Stock price on grant date | $0.30 | ||||||
Exercise price | $0.50 | ||||||
Expected life | 1 year | ||||||
Warrant #3 | |||||||
Common Stock, shares issued | 83,334 | ||||||
Date | 10-Mar-14 | ||||||
Warrants | 83,334 | ||||||
Stock price on grant date | $0.30 | ||||||
Exercise price | $0.50 | ||||||
Expected life | 1 year | ||||||
Warrant #4 | |||||||
Common Stock, shares issued | 83,334 | ||||||
Date | 4-Apr-14 | ||||||
Warrants | 83,334 | ||||||
Stock price on grant date | $0.30 | ||||||
Exercise price | $0.50 | ||||||
Expected life | 1 year | ||||||
Warrant #5 | |||||||
Common Stock, shares issued | 1,000,000 | ||||||
Date | 15-Apr-14 | ||||||
Warrants | $1,000,000 | ||||||
Stock price on grant date | $0.25 | ||||||
Exercise price | $0.35 | ||||||
Expected life | 3 years |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Monthly Rent | $2,500 |
Income_Taxes_Schedule_of_Feder
Income Taxes - Schedule of Federal Income Tax (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Current operations | $893,300 | $109,300 |
Less: valuation allowance | -893,300 | -109,300 |
Net provision for Federal income taxes | $0 | $0 |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Asset (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $1,942,835 | $1,049,535 |
Less: valuation allowance | -1,942,835 | -1,049,535 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Net Operating Loss Carry-Forwards | $5,928,809 |
Operating Loss Carry-Forwards Expiration Date | 1-Jan-33 |
Effective Tax Rate | 34.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 9 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Issued, Warrants | 2,483,334 | |
Debt Instrument, Converted Amount | $0 | |
Convertible Prom Note #14 | ||
Date of Agreement | 1/9/15 | |
Convertible Note | 33,000 | |
Interest Rate | 8.00% | |
Due date | 18-Oct-15 | |
Convertible Prom Note #15 | ||
Date of Agreement | 2/18/15 | |
Convertible Note | 54,000 | |
Interest Rate | 8.00% | |
Due date | 9-Nov-15 | |
Debt Conversion #12 | ||
Date of Issuance | 11-Feb-15 | |
Common Stock, shares issued | 74,750,000 | |
Debt Instrument, Converted Amount | 29,900 | |
Debt Conversion #13 | ||
Date of Issuance | 12-Feb-15 | |
Common Stock, shares issued | 37,356,055 | |
Debt Instrument, Converted Amount | 17,333 | |
Debt Conversion #14 | ||
Date of Issuance | 15-Feb-15 | |
Common Stock, shares issued | 73,924,324 | |
Debt Instrument, Converted Amount | 35,730 | |
2013 Stock Option Plan | ||
Date of Agreement | 1/12/15 | |
Exercise Price | 0.0017 | |
Macallan | ||
Date of Issuance | 28-Jan-15 | |
Common Stock, shares issued | 35,000,000 | |
Common Stock, price per share | 0.00057 | |
Common Stock, shares to purchase | 4,000,000 | |
Financing Agmt | ||
Date of Agreement | 1/6/15 | |
Interest Rate | 10.50% | |
Insurance Expense | 10,623 | |
Insurance Expense, Monthly Payments | 792 | |
Insurance Expense, term | P10M |