Mountain High Acquisitions (MYHI) 10-Q 5 Nov 18 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Document And Entity Information
Entity Registrant Name	Mountain High Acquisitions Corp.
Entity Central Index Key	1,507,181
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		108,955,476
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,019

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2018	Mar. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 7,972	$ 109,464
Accounts receivable		150,000
Deposits	70,652
Notes receivable - current	25,011
Other receivables		22,294
TOTAL CURRENT ASSETS	103,635	281,758
OTHER ASSETS
Goodwill	1,290,000
Deferred revenue	11,875
Notes receivable - long term	113,040
TOTAL OTHER ASSETS	1,414,915
FIXED ASSETS (NET)	181,500	170,000
TOTAL ASSETS	1,700,050	451,758
CURRENT LIABILITIES
Accounts payable	151,480	149,954
Accrued liabilities	12,500	12,500
Convertible notes payable, net Beneficial Conversion Feature fully recognized of $885,574	333,806	362,361
TOTAL CURRENT LIABILITIES	497,786	524,815
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, 100,000 and 100,000 shares issued and outstanding as of September 30, 2018 and March 31, 2018 respectively	10	10
Common stock, $0.0001 par value; 500,000,000 shares authorized, 127,200,070 and 96,208,582 shares issued and outstanding as of September 30, 2018 and March 31, 2018 respectively	12,720	9,621
Additional paid in capital	11,613,729	9,607,834
Accumulated (deficit)	(10,424,195)	(9,690,522)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	1,202,264	(73,057)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,700,050	$ 451,758

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2018	Mar. 31, 2018
Statement of Financial Position [Abstract]
Beneficial Conversion Feature on notes payable, fully recognized	$ 885,574	$ 885,574
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	250,000,000	250,000,000
Preferred stock, issued	100,000	100,000
Preferred stock, outstanding	100,000	100,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	127,200,070	96,208,582
Common stock, outstanding	127,200,070	96,208,582

CONSOLIDATED STATEMENT OF OPERA

CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenue	$ 61,875	$ 30,000	$ 61,875	$ 30,000
Depreciation	11,750	10,000	23,500	10,000
Director fees	45,000	45,000	90,000	90,000
Warrant expense		115,100	597,000	115,100
Selling, general and administrative expenses	30,469	136,264	71,396	370,201
Operating expenses	87,219	306,364	781,896	585,301
(Loss) from operations	(25,344)	(276,364)	(720,021)	(555,301)
Interest Expense resulting from Beneficial Conversion Feature		(63,000)		(136,500)
Forbearance expense		(27,250)		(27,250)
Original issue discount		(34,000)		(34,000)
Loss on valuation of preferred stock				(2,084,300)
Interest income	2,406		3,055
Interest Expense	(8,413)	(13,503)	(16,707)	(15,567)
Total other income (expense)	(6,007)	(137,753)	(13,652)	(2,297,617)
Net income (loss)	$ (31,351)	$ (414,117)	$ (733,673)	$ (2,852,918)
Net Income (loss) per share - basic - continuing operations	$ 0	$ (0.01)	$ (0.01)	$ (0.04)
Net Income (loss) per share - diluted - continuing operations	$ 0	$ (0.01)	$ (0.01)	$ (0.04)
Weighted average shares outstanding - basic and diluted	108,704,327	76,380,665	101,681,366	74,549,386

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (733,673)	$ (2,852,918)
Changes in:
Beneficial Conversion Feature on Note payable		136,500
Depreciation and amortization	23,500	10,000
Accounts payable	1,526	(14,304)
Deposits	(70,652)
Warrants expense	597,000	115,100
Decrease (increase) in receivables	34,241	(40,000)
Fixed Assets	(35,000)	(200,000)
Goodwill	(1,290,000)
Forebearance		27,250
Other assets - deferred revenue	(11,875)
Original issue discount		(34,000)
Loss on valuation of Preferred Stock		(2,084,300)
Current accrued liabilities		15,000
Net cash provided (used) by operating activities	(1,484,933)	(685,072)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of One Lab Co	1,360,652
Net cash provided by investing activities	1,360,652
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shares for services	6,080	263,540
Note conversions	(45,262)	(109,615)
Proceeds from borrowings	61,971	573,682
Net cash provided by financing activities	22,789	727,607
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(101,492)	42,535
CASH AND CASH EQUIVALENTS, Beginning of the period	109,464	10,399
CASH AND CASH EQUIVALENTS, End of the period	7,972	52,934
Supplemental disclosures of cash flow information
Taxes paid
Interest paid

Organization and Basis of Prese

Organization and Basis of Presentation	6 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Organization and Basis of Presentation	Note 1 - Organization and Basis of Presentation Organization and Line of Business In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9", to provide D9 customers with infrastructure equipment. Also in September 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the ability to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provides for a monthly lease rate of $20,000 a month and requires advance payment for operating supplies and expenses. The monthly lease rate is recorded as revenue and an Account Receivable while the advances are recorded as an Other Receivable. Both amounts were due when the crop is harvested. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of the crop has resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted additional issues with the containers and the facility where the containers are being used. The container issues and facility power requirement issue took a few months to resolve. Effective September 11, 2018, MYHI-AZ and D9 Manufacturing Corp., (the "Parties"), agreed to convert the current amount due under the operating lease, representing $150,000 lease payments and $22,294 operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note is due October 3, 2018. The Parties also agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000.00 per month beginning November 1, 2018. Effective August 18, 2018 (the “Effective Date”), Mountain High Acquisitions Corp, (“MYHI”), on the one hand, and One Lab Co (“Labco”) and Alchemy Capital, LLC (the “Alchemy”), on the other hand, entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which Alchemy, the sole shareholder of Labco, agreed to exchange 100% of the capital stock of Labco for 88,000,000 restricted shares of MYHI (the “MYHI Shares”) in accordance with the following schedule: 20,000,000 MYHI shares at Closing and 68,000,000 MYHI Shares after certain equipment currently under order by Labco (the “Equipment”) is delivered to the lessee under a lease agreement between Labco and the lessee (the “Lease”). Additionally, Alchemy agreed to pay monthly lease payments of $25,000 to Labco beginning ten days after the Effective Date and until the Equipment is delivered. The Equipment consists of a state-of-the-art intermodal extraction laboratory engineered and designed specifically for processing cannabis. MYHI issued the 20,000,000 shares of restricted common stock on August 20, 2018 and recorded Goodwill of $1,290,000.

Going Concern

Going Concern	6 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern. The Company has incurred a net loss of $733,673 and used cash for operations of $1,484,933 for the six months ended September 30, 2018, and has an accumulated deficit of $(10,424,195) and a working capital deficit of $(394,151) as of September 30, 2018. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to continue to raise capital to fund the Company’s operations and believes that it can continue to raise equity or debt financing to support its operations until the Company is able to generate positive cash flow from operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year end is March 31. Principles of Consolidation The accounts of the Company and its wholly–owned subsidiary GreenLife Botanix and MYHI-AZ are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated on consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Deposits The Company has recorded as deposits amounts paid by Labco for equipment orders. Notes Receivable-Current and Long Term The Company has recorded a Note Receivable from D9 in an aggregate amount of $135,000. Amounts due with the next 12 months have been classified as Current Assets Note Receivable Current and the balance recorded as Other Asset-Note Receivable Long Term. Interest accrued on the note is added to the long term balance. Revenue Recognition As of January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). Leasing revenue recognition is specifically excluded and therefore the new standard is only applicable to service fee and consulting revenue. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018. The adoption did not have an impact on our financial statements. Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the six months ended September 30, 2018, the Company recorded revenue of $50,000 and $11,875 from the Labco lease and D9 lease, respectively. Revenue from D9 is recognized over the life of the lease as Deferred Revenue on the Balance Sheet. Fixed Assets Fixed assets are stated at cost. Depreciation is calculated on fixed assets using the straight-line method over an estimated service life of five years for equipment. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an ass et are capitalized and depreciated over the estimated remaining useful life of the asset. Intangible Assets The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include: • a significant decrease in the market value of an asset; • a significant adverse change in the extent or manner in which an asset is used; or • the Company has record as Other Assets-Goodwill an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset The Company has recorded $1,290,000 as Other Assets-Goodwill which represents the market value of the initial shares issued pursuant to the Share Agreement, 20,000,000 shares of restricted common stock at $0.0645 per share. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The open tax years are 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018. The Company has no tax positions at September 30, 2018 or September 30, 2017, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Basic and Diluted Loss Per Share Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share Recent Accounting Pronouncements Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

Equity

Equity	6 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Equity	Note 3 – Equity Common Stock Effective June 12, 2017, the Company increased its authorized shares of common stock to 500,000,000 shares with a par value of $0.0001 per share. The Company has 250,000,000 shares of preferred stock with a par value of $0.0001 per share. On June 12, 2017, the Company issued 100,000 shares of Series B Convertible Preferred stock to an outside consulting firm for consulting services, valued at $109,700, which was recorded as consulting fees in the three months ended June 30, 2017. Due to the super voting provision of the Series B Convertible Preferred stock the Company recorded a loss on valuation of the shares of $2,084,300, the equivalent to 20,000,000 less the associated consulting expense of $109,700. During the year ended March 31, 2018 the Company converted $684,285 of convertible notes payable into 20,947,193 shares of free trading common stock of the Company. During the year ended March 31, 2018 the Company issued 2,570,000 shares of restricted Common Stock, pursuant to consulting agreements valued at $329,184. During the Six months ended September 30, 2018, the Company converted $45,262 of convertible notes into 1,411,488 shares of common stock, issued 80,000 shares of common stock valued at $6,080 pursuant to consulting agreements, issued 9,500,000 shares of common stock relating to a cashless warrants issued in conjunction with convertible notes issued to St. George Investments LLC, and issued 20,000,000 shares of common stock valued at $1,290,000 pursuant to the share exchange agreement for Labco. Warrants Pursuant to the Warrant to Purchase Shares of Common Stock Agreement, dated June 30, 2017, the Company granted the right to St. George Investments LLC, to purchase at any time on or after the Issue Date of June 30, 2017 until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs a number of fully paid and non-assessable shares of Company's common stock, par value $0.0001 per share, equal to $173,000 divided by the Market Price as of the Issue Date. The closing stock price on June 30, 2017 was $0.1273, equating to 1,358,995 shares of common stock. The warrant was issued in connection with the Securities Purchase Agreement, dated June 30, 2017. Pursuant to ASC 470-20-25-2 the company fair valued the warrants at $115,100 to be debited to warrant expense for the year ended March 31, 2018. The Warrants contain a ratcheting feature for future share issuances. The Company issued shares in July 2017 for conversion of notes payable and in September 2017 for consulting agreements. These share issuances were for convertible notes and contracts that were in existence prior to the execution of the St. George agreement and were exempt from any ratcheting calculation, however subsequent issues to St. George on conversion of their convertible notes are subject to the ratcheting calculation. Pursuant to a Warrant Settlement Agreement executed June 27, 2018, the Company agreed to issue 8,141,005 additional warrants to settle the ratchet provision of the original warrant. The Company recorded additional warrant expense of $491,850 pursuant to ASC 470-20-25-2 for the fair value of the warrants. Effective April 19, 2018, the Company, pursuant to the Warrant to Purchase Shares of Company Stock which was i A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares available to purchase with warrants Weighted Weighted Outstanding, March 31, 2017 — $ — $ — Issued 1,358,995 $ 0.1273 $ 0.1273 Exercised — $ — $ — Forfeited — $ — $ — Expired — $ — $ — Outstanding, March 31, 2018 1,358,995 $ 0.1273 $ 0.1273 Outstanding, March 31, 2018 1,358,995 $ 0.1273 $ 0.1273 Issued pursuant to agreement 8,141,005 $ 0.0604 $ 0.0604 Exercised April 19, 2018 (3,500,000 ) $ 0.0826 $ 0.0826 Exercised June 27, 2018 (6,000,000 ) $ 0.0705 $ 0.0705 Outstanding, September 30, 2018 0 $ 0.0 $ 0.0 Range of Exercise Prices Number Outstanding 6/30/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.0327 - $0.1273 0 0.00 years $ 0

Income Taxes

Income Taxes	6 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	Note 4 – Income Taxes The Company accounts for income taxes using the asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The Company has federal net operating loss carryforwards of approximately $4,637,604 expiring in various years through 2038. The tax benefit o f these net operating losses has been offset by a full allowance for realization. The use of the net operating loss carryfowards may be limited due to a change in control. Income tax expense (benefit) consists of the following for the three months ended September 30, 2018: Current taxes $ — Deferred taxes 33,233 Less: valuation allowance (33,233 ) Net income tax provision $ — The Company’s effective tax rate differs from the high statutory rate for three months ended September 30, 2018, due to the following (expressed as a percentage of pre-tax income): Federal taxes at statutory rate $ 21.0 % State taxes, net of federal tax benefit 5.0 % Valuation allowance (26.0 )% Effective income tax rate $ 0.0 % As of September 30, 2018, the components of these temporary differences and the deferred tax assets were as follows: Deferred Tax assets: Net operating loss carryforward $ 832,347 Less: valuation allowance (832,347 ) Net deferred tax assets $ —

Notes Payable

Notes Payable	6 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	Note 5 - Notes Payable At September 30, 2018, the Company had outstanding convertible notes payable to third parties in the amount of $333,806. The notes had interest rates of 3% - 12% and had a conversion provision allowing the holder to convert each note into shares of the Company at a discount. This is referred to a Note Holder Amount Conversion Terms Andrew Cervasio 10,873 Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion St. George Financial 322,933 180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion 333,806

Related Party Transactions

Related Party Transactions	6 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 - Related Party Transactions Effective April 1, 2017, Alan Smith and Richard Stifel assigned their consulting agreements and all future amounts due under the agreement to Evolution Equities Corp, "Evolution" and RGS Resources LLC, "RGS" respectively. Evolution and RGS are related parties due to Mr. Smith's and Mr. Stifel's ownership interest and positions in those companies. Evolution and RGS were each paid $45,000 for the six months ended September 30, 2018. For the six months ended September 30, 2018 and 2017 accruals for Evolution and RGS were $45,000 each.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 – Commitments and Contingencies None.

Subsequent Events

Subsequent Events	6 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2018 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year end is March 31.
Principles of Consolidation	Principles of Consolidation The accounts of the Company and its wholly–owned subsidiary GreenLife Botanix and MYHI-AZ are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated on consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.
Revenue Recognition	Revenue Recognition As of January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). Leasing revenue recognition is specifically excluded and therefore the new standard is only applicable to service fee and consulting revenue. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018. The adoption did not have an impact on our financial statements. Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9. During the three months ended June 30, 2018 and 2017, there were no revenues recorded due to the restructure of the lease with D9. The restructured lease became effective 7/1/2018.
Fixed Assets	Fixed Assets Fixed Assets are stated at cost. Depreciation is provided on fixed assets using the straight-line method over an estimated service life of five years for equipment. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.
Intangible Assets	Intangible Assets The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estim ated using undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include: • a significant decrease in the market value of an asset; • a significant adverse change in the extent or manner in which an asset is used; or • an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.
Income Taxes	Income Taxes The Company accounts for inco Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The open tax years are 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018. The Company has no tax positions at June 30, 2018 or June 30, 2017, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

Equity (Tables)

Equity (Tables)	6 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Warrant activity	Shares available to purchase with warrants Weighted Weighted Outstanding, March 31, 2017 — $ — $ — Issued 1,358,995 $ .1273 $ .1273 Exercised — $ — $ — Forfeited — $ — $ — Expired — $ — $ — Outstanding, March 31, 2018 1,358,995 $ .1273 $ .1273 Outstanding, March 31, 2018 1,358,995 $ .1273 $ .1273 Issued pursuant to agreement 8,141,005 $ .0604 $ .0604 Exercised April 19, 2018 (3,500,000 ) $ .0826 $ .0826 Exercised June 27, 2018 (6,000,000 ) $ .0705 $ .0705 Outstanding, June 30, 2018 0 $ .0 $ .0 Range of Exercise Prices Number Outstanding 6/30/2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.0327-$0.1273 0 0.00 years $ 0

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	Current taxes $ — Deferred taxes 25,396 Less: valuation allowance (25,396 ) Net income tax provision $ —
Effective tax rate reconciliation	Federal taxes at statutory rate $ 21.0 % State taxes, net of federal tax benefit 5.0 % Valuation allowance (26.0 )% Effective income tax rate $ 0.0 %
Deferred tax assets	Deferred Tax assets: Net operating loss carryforward $ 824,510 Less: valuation allowance (824,510 ) Net deferred tax assets $ —

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Sep. 30, 2018
Notes Payable Tables Abstract
Outstanding convertible notes	Note Holder Amount Conversion Terms Andrew Cervasio 10,476.74 Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion St. George Financial 391,709.78 180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion 489,475.24

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details Narrative)	4 Months Ended
	Sep. 30, 2018USD ($)
Accounting Policies [Abstract]
Note payable to D9 Manufacturing, amount	$ 135,000
Note payable to D9 Manufacturing, term	3 years
Note payable to D9 Manufacturing, interest rate per annum	7.00%
Capitalized amount for improvements to equipment	$ 35,000
Operating lease amount, monthly payment	$ 5,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (31,351)	$ (414,117)	$ (733,673)	$ (2,852,918)
Net cash used in operating activities			(1,484,933)	$ (685,072)
Accumulated deficit	(10,424,195)		(10,424,195)		$ (9,690,522)
Working capital deficit	$ (465,924)		$ (465,924)

Equity - Warrant activity (Deta

Equity - Warrant activity (Details) - $ / shares	6 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2018	Mar. 31, 2017
Outstanding
Number of warrants outstanding	0		1,358,995
Weighted average price	$ 0		$ .1273
Exercise prices range, minimum	0.0327
Exercise prices range, maximum	$ 0.1273
Issued
Number of warrants issued	8,141,005	1,358,995
Weighted average price	$ .0604		$ .1273
Exercised
Number of warrants exercised	(3,500,000)
Weighted average exercise price	$ .0826
Forteited/Canceled
Number of warrants forfeited/canceled
Expired
Number of warrants expired
Exercised (2)
Number of warrants exercised	(6,000,000)
Weighted average exercise price	$ .0705

Equity - Common Stock (Details

Equity - Common Stock (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2018
Equity [Abstract]
Common stock, authorized	500,000,000		500,000,000
Common stock, par value	$ 0.0001		$ 0.0001
Preferred stock, authorized	250,000,000		250,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Series B Convertible Preferred stock issued for consulting services, shares		100,000
Series B Convertible Preferred stock issued for consulting services, value		$ 109,700
Series B Convertible Preferred stock issued for consulting services, loss on valuation of shares recorded		$ (2,084,300)
Conversion of Convertible Notes Payable, shares	342,067		20,947,193
Conversion of Convertible Notes Payable, amount	$ 10,262		$ 684,285
Issues of restricted stock pursuant to consulting agreements, shares	80,000		2,570,000
Issues of restricted stock pursuant to consulting agreements, value	$ 6,080		$ 329,184
Issues of common stock relating to cashless warrants issued, shares	3,500,000

Equity - Warrants (Details Narr

Equity - Warrants (Details Narrative) - USD ($)	6 Months Ended
	Sep. 30, 2018	Mar. 31, 2018
Equity - Warrants
Fair value of warrants to be debited to debt discount and amortized over term of note		$ 115,100
Additional warrants issued to settle ratchet provision of original warrant	8,141,005
Additional warrant expense recorded (1)	$ 491,850
Value of warrant settled (1)	289,100
Value of warrant settled (2)	433,200
Additional warrant expense recorded (2)	$ 105,150

Income Taxes - Income tax expen

Income Taxes - Income tax expense (benefit) (Details)	6 Months Ended
	Sep. 30, 2018USD ($)
Income Tax Disclosure [Abstract]
Current taxes
Deferred taxes	25,396
Less: valuation allowance	(25,396)
Net income tax provision

Income Taxes - Effective tax ra

Income Taxes - Effective tax rate reconciliation (Details)	6 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Federal taxes at statutory rate	21.00%
State taxes, net of federal tax benefit	5.00%
Valuation allowance	(26.00%)
Effective income tax rate	0.00%

Income Taxes - Deferred tax ass

Income Taxes - Deferred tax assets (Details)	Sep. 30, 2018USD ($)
Deferred Tax assets:
Net operating loss carryforward	$ 824,510
Less: valuation allowance	(824,510)
Net deferred tax assets

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	Sep. 30, 2018USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 4,606,253

Notes Payable - Outstanding con

Notes Payable - Outstanding convertible notes (Details)	6 Months Ended
	Sep. 30, 2018USD ($)
Andrew Cervasio
Amount	$ 10,476
Conversion terms	Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St. George Financial
Amount	$ 391,709
Conversion terms	180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
Total
Amount	$ 489,475

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Sep. 30, 2018	Mar. 31, 2018
Notes Payable Details Narrative Abstract
Outstanding convertible notes payable to third parties	$ 333,806	$ 362,361

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	6 Months Ended
	Sep. 30, 2018USD ($)
Evolution
Consulting agreements with officers assigned to companies with related party interest, amounts paid	$ 22,500
Consulting agreements with officers assigned to companies with related party interest, accruals	22,500
RGS
Consulting agreements with officers assigned to companies with related party interest, amounts paid	22,500
Consulting agreements with officers assigned to companies with related party interest, accruals	$ 22,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Jul. 05, 2018shares
Subsequent Events [Abstract]
Issues of common stock relating to exercise of cashless warrants, shares	6,000,000