Cantabio Pharmaceuticals (CTBO) 10-Q 20 Feb 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2017	Feb. 16, 2018
Document and Entity Information
Entity Registrant Name	Cantabio Pharmaceuticals Inc.
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,550,518
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		36,355,468
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Trading Symbol	ctbo

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Mar. 31, 2017
Current Assets
Cash	$ 26,774	$ 32,275
Prepaid expenses		1,248
Total Current Assets	26,774	33,523
TOTAL ASSETS	26,774	33,523
Current Liabilities
Accounts payable and accrued expenses	672,281	377,893
Accrued technology access fee	163,703	140,142
Convertible debentures	723,000	322,256
Convertible debentures related party	267,922
Notes payable related party		47,154
Total Current Liabilities	1,826,906	887,445
TOTAL LIABILITIES	1,826,906	887,445
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock value	30,396	26,805
Stock subscriptions	1,060,000	1,060,000
Additional paid-in capital	378,695	167,324
Accumulated deficit	(3,269,223)	(2,108,051)
Total Stockholders' Equity (Deficit)	(1,800,132)	(853,922)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 26,774	$ 33,523

Balance Sheets (parenthetical)

Balance Sheets (parenthetical) - $ / shares	Dec. 31, 2017	Mar. 31, 2017
Balance Sheet
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	30,395,804	26,805,270
Common stock, shares outstanding	30,395,804	26,805,270

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Statement
Revenues
Operating Costs and Expenses
Research and development expense	58,480	86,872	254,576	268,674
General and administrative expenses	107,549	136,927	475,718	506,676
Total operating costs and expenses	166,029	223,799	730,294	775,350
Income (loss) from operations	(166,029)	(223,799)	(730,294)	(775,350)
Other Income and Expenses
Interest expense	204,962	3,508	392,386	11,372
Change in fair value of embedded derivative	77,000		131,000
Gain (loss) on extinguishment of debt	(169,492)		(169,492)
Total other income and (expenses)	(297,454)	(3,508)	(430,878)	(11,372)
Net income (loss)	$ (463,483)	$ (227,307)	$ (1,161,172)	$ (786,722)
Basic and diluted earnings (loss) per share	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.03)
Weighted average common shares outstanding - basic and diluted	28,700,000	26,805,000	27,667,000	26,805,000

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	9 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (463,483)	$ (1,161,172)	$ (786,722)
Adjustments to reconcile net loss to net cash used by operating activities:
Gain (loss) on extinguishment of debt	(169,492)	(169,492)
Accretion to notes payable to related party			346
Amortization of debt discount		293,210
Change in fair value of embedded derivative	77,000	131,000
Stock issued in lieu of services		39,549
Changes in operating assets and liabilities:
(Increase) decrease in accounts payable and accrued expenses		294,390	152,017
(Increase) decrease in accrued technology fee		23,561	11,026
(Increase) decrease in accrued debenture interest		34,721
Increase (decrease) in prepaid expenses		1,248
(Increase) decrease in due to officers			(6,420)
Net cash provided by (used in) operating activities		(436,001)	(629,753)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable			55,022
Repayments of related party notes payable			26,584
Proceeds from issuance of convertible debentures related party		175,000
Proceeds from issuance of convertible debentures		255,500
Proceeds from stock subscriptions			560,000
Net cash provided by financing activities		430,500	588,438
Net increase (decrease) in cash		(5,501)	(41,315)
Cash, beginning of period		32,275	52,110
Cash, end of period	$ 26,774	26,774	$ 10,795
Schedule of non-cash financing activities
Beneficial conversion feature - convertible debentures		35,000
Conversion of secured convertible debentures into common shares		$ 139,000

Organization and Description of

Organization and Description of The Business	9 Months Ended
	Dec. 31, 2017
Notes
Organization and Description of The Business	NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS Cantabio Pharmaceuticals Inc. (the “Company” or “Cantabio”) is a preclinical stage biotechnology company focusing on commercializing novel therapies and the intellectual property generated from research and development activities for Parkinson’s disease (PD) and Alzheimer’s disease (AD). The Company’s strategy involves integration of therapeutic focus, the targeting of family biophysics, drug discovery technology and expertise into an innovative drug discovery approach, which synergizes to identify and develop small molecule pharmacological chaperones for clinical trials. In addition, the Company’s research efforts concentrate on the development of therapeutic proteins that can pass through the blood-brain barrier and supplement in vivo levels of proteins with display loss of function during disease conditions.

Liquidity and Going Concern Dis

Liquidity and Going Concern Disclosure	9 Months Ended
	Dec. 31, 2017
Notes
Liquidity and Going Concern Disclosure	NOTE 2 - LIQUIDITY AND GOING CONCERN As of December 31, 2017, the Company had a working capital deficit and continues to have losses from operations due to its research and development activities. The Company typically raises capital which it spends on maintaining its research and corporate operations. At this early stage in the life of the Company funding is often short term in nature. While the Company has been proficient in raising funds in the past the short-term nature of these funding cycles raises substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing. Management is addressing going concern risk by seeking new sources of capital and is continuing initiatives to raise capital through private placements, related party loans and other institutional sources to meet future working capital requirements. Furthermore, strategic partnerships, most likely with larger pharmaceutical industry companies, will be needed to continue to fund research and development costs as our projects expand. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company for at least twelve months from issuance of these condensed consolidated financial statements. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Dec. 31, 2017
Notes
Summary of Significant Accounting Policies	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company has developed the additional accounting policies below. Aside from these additions to the Company’s accounting policies there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on June 30, 2017. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company has been estimated using a valuation pricing model, at each measurement date that incorporates various inputs including remaining contractual term, stock volatility, risk free rate and dividend yield. Equity-linked Financial Instruments Certain of the Company’s debt instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815, Derivatives and Hedging. Under this guidance, the Company recognizes the embedded derivatives at fair value and records a gain or loss resulting from the change in fair values at the end of each reporting period. In connection with issuance of the Company’s Zhu Notes, beginning on July 3, 2017, the Company became contingently obligated to issue shares in excess of the 250 million authorized by shareholders. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Zhu Notes are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation. Sequencing As of July 3, 2017, the Company adopted a sequencing policy whereby all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that will affect the Company’s fiscal year ending March 31, 2018, including, but not limited to, reducing the U.S. federal corporate tax rate. The Tax Act reduces the federal corporate tax rate to 21 percent in the fiscal year ending March 31, 2018. Section 15 of the Internal Revenue Code stipulates that our fiscal year ending March 31, 2018, will have a blended corporate tax rate of approximately 21 percent, which is based on the applicable tax rates before and after the Tax Act and the number of days in the year. The reduction of the corporate tax rate will cause the Company to reduce its deferred tax asset to the lower federal base rate of 21% and adjust the allowance against the deferred tax asset by the same amount. The Company has not yet determined the impact the rate reduction will have on its gross deferred tax asset and liabilities and offsetting valuation allowance. The Company has a full allowance against the deferred tax asset and as a result there was no impact to income tax expense for the quarter ended December 31, 2017. The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impact. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending March 31, 2018. Recent Accounting Standards Fiscal 2019 Accounting Pronouncement Adoptions In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. This new standard will be effective for us on April 1, 2018. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements.

Related Party Transactions Disc

Related Party Transactions Disclosure	9 Months Ended
	Dec. 31, 2017
Notes
Related Party Transactions Disclosure	NOTE 4 - RELATED PARTY TRANSACTIONS Toth and Associates LTD On July 1, 2016, the Company entered into a consulting agreement with Toth and Associates LTD for Dr. Toth to act as the Company’s CEO. The standard monthly fee is approximately $13,000 plus any additional uncontracted hours at the same rate, and bonuses as follows (A) upon raising of capital on behalf of, or as part of the Company, an amount equal to 1.5% of the capital raised, (B) increasing the performance of the Company as measured by valuation in either an agreed valuation in the context of an investment or, in the case of a public company, market capitalization reaching $30.0 million, a fixed bonus of $50,000 , payable wholly or in mutually agreed tranches over a 6 month period subsequent to the valuation event, (C) on the issuance of new stock for the purposes of a capital raise of an amount over $5.0 million, common stock equal to 1% of the Company’s post-investment issued share capital and (D) in the event of the Company, including any affiliated entities, securing a licensing agreement with any third party, an amount equivalent to 1.5% of any payments to the Company under such licensing agreement. Capro LTD On July 1, 2016, the Company entered a consulting agreement with Capro, LTD for Dr. Thomas Sawyer to act as the Company’s COO. The standard monthly fee is approximately $11,000 plus any additional uncontracted hours at the same rate, and bonuses as follows (A) upon raising of capital on behalf of, or as part of the Company, an amount equal to 1.5% of the capital raised, (B) increasing the performance of the Company as measured by valuation in either an agreed valuation in the context of an investment or, in the case of a public company, market capitalization reaching $30.0 million, a fixed bonus of $50,000 , payable wholly or in mutually agreed tranches over a 6 month period subsequent to the valuation event and (C) on the issuance of new stock for the purposes of a capital raise of an amount over $5.0 million, common stock equal to 1% of the Company’s post-investment issued share capital and (D) in the event of the Company, including any affiliated entities, securing a licensing agreement with any third party, an amount equivalent to 1.5% of any payments to the Company under such licensing agreement. Eden Professional LTD On July 1, 2016, the Company entered a consulting agreement with Eden Professional LTD for Mr. Simon Peace to act as the Company’s CFO. The standard monthly fee is approximately $7,000 plus any additional uncontracted hours at the same rate, and bonuses as follows (A) upon raising of capital on behalf of, or as part of the Company, an amount equal to 1.5% of the capital raised, (B) increasing the performance of the Company as measured by valuation in either an agreed valuation in the context of an investment or, in the case of a public company, market capitalization reaching $30.0 million, a fixed bonus of $50,000 , payable wholly or in mutually agreed tranches over a 6 month period subsequent to the valuation event and (C) on the issuance of new stock for the purposes of a capital raise of an amount over $5.0 million, common stock equal to 1% of the Company’s post-investment issued share capital and (D) in the event of the Company, including any affiliated entities, securing a licensing agreement with any third party, an amount equivalent to 1.5% of any payments to the Company under such licensing agreement. Costs incurred associated with related party transactions noted above included in general and administrative in the statement of operations are as follows: For the three months ended December 31, For the nine months ended December 31, 2017 2016 2017 2016 Operating expenses: Toth and Associates LTD $ 40,000 $ 36,000 $ 120,000 $ 108,000 Capro LTD 18,000 30,000 84,000 90,000 Eden Professional LTD 21,000 19,000 63,000 57,000 Max Zhu Consulting (1) 3,000 6,000 12,000 18,000 Total related party transactions $ 82,000 $ 91,000 $ 279,000 $ 273,000 (1) Max Zhu, an investor in and lender to the Company, also works as Head of Computer Aided Drug Design for the Company under a consultancy contract. Accounts payable and accrued expenses includes amounts payable to related parties of $0.5

Convertible Debentures, As Amen

Convertible Debentures, As Amended, Disclosure	9 Months Ended
	Dec. 31, 2017
Notes
Convertible Debentures, As Amended, Disclosure	NOTE 5 - CONVERTIBLE DEBENTURES AS AMENDED Original issuance The Company entered into several securities purchase agreements with an accredited investor to place Convertible Debentures (as amended the “Debentures”) in the aggregate principal amount of up to $750,000 (the “Transaction”), provided that in case of an event of default, the Debentures may become at the holder’s election immediately due and payable. The Debentures bear interest at the rate of 5% per annum. In addition, the Company must pay to the holder a fee equal to 7% of the amount of the Debentures to assist in their monitoring costs for the Debentures. The net proceeds of the financing were used for general corporate matters and for other expenses. Conversion Feature The Debentures may be converted at any time on or prior to maturity at the lower of $0.10 or 93% of the average of the three lowest daily volume weighted average price (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price. The Debentures have been amended several times, including most recently in the third quarter with the floor price being $0.01 and the due date November 2018. Monthly Redemption Feature Any time after the six-month anniversary of the issuance of a Debenture that the daily VWAP is less than $0.01 for a period of twenty consecutive trading days (the “Triggering Date”) and only for so long as such conditions exist after a Triggering Date, the Company shall make monthly payments beginning on the last calendar day of the month when the Triggering Date occurred. Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding as of the Triggering Date divided by the number of such monthly payments until maturity, (ii) a redemption premium of 20% in respect of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. The Company may, no more than twice, obtain a thirty-day deferral of a monthly payment due as a result of a Triggering Date through the payment of a deferral fee in the amount equal to 10% of the total amount of such monthly payment. Each deferral payment may be paid by the issuance of such number of shares as is equal to the applicable deferral payment divided by a price per share equal to 93% of the average of the four lowest daily VWAPs during the 10 consecutive Trading Days immediately preceding the due date in respect of such monthly payment begin deferred, provided that such shares issued will be immediately freely tradable shares in the hands of the holder. In the third quarter a Triggering Date occurred and the Company recorded a premium of $50,000 included in accounts payable and accrued expense. In the third quarter the Company, entered into an amended agreement with the investor which included a change to the due date and an adjustment to the floor price. The terms of the new debt instrument was considered to be substantially different such that the changes were sufficient to recognize the amendment as an extinguishment of the debt. A loss on extinguishment of approximately $0.2 million was recorded in other income (expense). Debt discount of approximately $0.6 million was recorded as a result of the new issuance due to the conversion features. Beneficial Conversion Feature At the time of each closing, the Debenture’s effective conversion price was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on each issuance date, resulting in a discount to the Debenture with a corresponding credit to additional paid-in capital. Embedded Derivatives The monthly payment provision within the Debentures is a contingent put option that is required to be separately measured at fair value, with subsequent changes in fair value recognized in the Condensed Consolidated Statements of Operations. The Company estimated the fair value of the monthly payment provision, as of the issuance date and December 31, 2017 using probability analysis of the occurrence of a Triggering Date applied to the discounted maximum redemption premium for any given payment. The probability analysis utilized in calculating the embedded derivative upon issuance and at December 31, 2017 was calculated using the following key inputs: Contingent Put Stock price $0.03 Probability of Triggering Date 100% Volatility 282% Risk-free rate 1% Discount rate 0% Due to the extinguishment of the notes and the Company’s sequencing policy the amended notes the Company recorded an embedded derivative associated with the conversion feature. The following are the inputs associated with the conversion feature. Conversion Feature Stock price $0.03 Exercise price $0.03 Volatility 282% Contractual term 1 year Risk-free rate 1% Discount rate 0% The fair value estimate of the embedded derivatives is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the nine months ended December 31, 2017, is as follows: Balance at March 31, 2017 Issuance Net unrealized (gain)/loss Balance at December 31, 2017 24,000 $ 555,000 $ 131,000 $ 710,000 The carrying value of the Debentures, as of December 31, 2017, is comprised of the following: Secured Convertible Debenture at December 31, 2017: Principal value of 5%, convertible $ 633,000 Fair value of embedded derivative 710,000 Accrued interest 14,000 Debt discount (634,000) Carrying value of Secured Convertible Debenture Note $ 723,000 As of December 31, 2017, the estimated aggregate fair value of outstanding convertible notes payable is approximately $0.8 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement. During the current financial year, holders of approximately $0.1 million in principal amount and accrued interest with respect to Secured Convertible Debentures exercised the conversion option and converted into 3.3 million shares of common stock. Events of Default or Financial covenants The Company is in compliance with all terms associated with the convertible note.

Convertible Debt Related Party

Convertible Debt Related Party Disclosure	9 Months Ended
	Dec. 31, 2017
Notes
Convertible Debt Related Party Disclosure	NOTE 6 - CONVERTIBLE DEBT RELATED PARTY In the second quarter of fiscal 2018 the Company issued convertible notes payable to Max Zhu for an aggregate principal balance of $220,000 , in exchange for cash of $175,000 and the exchange of a note payable to Mr. Zhu with a principal balance of $45,000. The extinguished notes payable was fully matured. The convertible notes payable have a six-month term and incurs interest at rates ranging from 18% to 23% through maturity. If the notes are not repaid within the six-month term, the interest rate increases on each note to rates ranging from 23% to 28%. The Company has the option to settle the principal and all accrued interest of each note in cash or shares. The note holder has the right to convert all or any portion of the outstanding principal and accrued interest of each note into common shares of the Company at a conversion price of the lesser of: (i) $0.08 per share, or (ii) a price equal to 80% of the lowest VWAP during the five consecutive days before the notice of conversion. Upon issuance of the convertible notes, the Company recognized an aggregate debt discount of approximately $0.2 million relating to the bifurcated embedded conversion option. The analysis utilized in calculating the embedded derivative upon issuance and at December 31, 2017 was calculated using the following key inputs: Key Inputs Stock price $0.01- $0.03 Contractual term 0.1 - 0.5 years Volatility 125%-159% Risk-free rate 1% The fair value estimate of the embedded derivative is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the nine months ended December 31, 2017, is as follows: Balance at Issuance Net unrealized (gain)/loss Balance at December 31, 2017 159,000 $ ( 90,000 ) $ 69,000 The carrying value of the Notes, as of December 31, 2017, is comprised of the following: Secured Convertible Debenture at December 31, 2017: Principal value of 5%, convertible $ 220,000 Fair value of embedded conversion option 69,000 Accrued Interest 16,740 Debt discount (37,818) Carrying value of Secured Convertible Debenture Note $ 267,922 As of December 31, 2017, the estimated aggregate fair value of outstanding convertible notes payable is approximately $0.3 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement. Technical default The notes which are due in January 2018 are in technical default, although the obligation has not been called by the lender. The note agreement provided for such circumstances with the effect that the Company will record interest at the default interest rate of 23%.

Capital Stock Disclosure

Capital Stock Disclosure	9 Months Ended
	Dec. 31, 2017
Notes
Capital Stock Disclosure	NOTE 7 - CAPITAL STOCK Issuance of shares for consulting services. Through December 31, 2017 the Company issued approximately 0.3 million shares with a fair value of approximately $40,000 as compensation for services performed. Potentially dilutive securities December 31, March 31, 2017 2017 Potentially dilutive securities Convertible debentures (Note 6) 26,375,000 3,420,000 Convertible debt related party (Note 7) 10,577,000 --

Subsequent Events, Disclosure

Subsequent Events, Disclosure	9 Months Ended
	Dec. 31, 2017
Notes
Subsequent Events, Disclosure	NOTE 8 - SUBSEQUENT EVENTS On Jan 8, 2018 the Board agreed to a convertible debt deal with Max Zhu for $120,000 on terms similar to those for prior deals, except for the addition of the floor price of $0.01. The note is due July 2018. On Jan 12, 2018 the Company issued approximately 6 million shares to Max Zhu following conversion of two earlier loans totalling $120,000 principle plus approximately $15,000 interest. On February 15, 2018, the Company received $150,000 less fees and costs representing the second tranche of funding under the securities purchasing agreement dated November 20, 2017.

Summary of Significant Accoun14

Summary of Significant Accounting Policies: Warrant Liability, Policy (Policies)	9 Months Ended
	Dec. 31, 2017
Policies
Warrant Liability, Policy	Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company has been estimated using a valuation pricing model, at each measurement date that incorporates various inputs including remaining contractual term, stock volatility, risk free rate and dividend yield.

Summary of Significant Accoun15

Summary of Significant Accounting Policies: Equity-linked Financial Instruments Policy (Policies)	9 Months Ended
	Dec. 31, 2017
Policies
Equity-linked Financial Instruments Policy	Equity-linked Financial Instruments Certain of the Company’s debt instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815, Derivatives and Hedging. Under this guidance, the Company recognizes the embedded derivatives at fair value and records a gain or loss resulting from the change in fair values at the end of each reporting period. In connection with issuance of the Company’s Zhu Notes, beginning on July 3, 2017, the Company became contingently obligated to issue shares in excess of the 250 million authorized by shareholders. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Zhu Notes are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation.

Summary of Significant Accoun16

Summary of Significant Accounting Policies: Sequencing Policy (Policies)	9 Months Ended
	Dec. 31, 2017
Policies
Sequencing Policy	Sequencing As of July 3, 2017, the Company adopted a sequencing policy whereby all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

Summary of Significant Accoun17

Summary of Significant Accounting Policies: Income Taxes Policy (Policies)	9 Months Ended
	Dec. 31, 2017
Policies
Income Taxes Policy	Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that will affect the Company’s fiscal year ending March 31, 2018, including, but not limited to, reducing the U.S. federal corporate tax rate. The Tax Act reduces the federal corporate tax rate to 21 percent in the fiscal year ending March 31, 2018. Section 15 of the Internal Revenue Code stipulates that our fiscal year ending March 31, 2018, will have a blended corporate tax rate of approximately 21 percent, which is based on the applicable tax rates before and after the Tax Act and the number of days in the year. The reduction of the corporate tax rate will cause the Company to reduce its deferred tax asset to the lower federal base rate of 21% and adjust the allowance against the deferred tax asset by the same amount. The Company has not yet determined the impact the rate reduction will have on its gross deferred tax asset and liabilities and offsetting valuation allowance. The Company has a full allowance against the deferred tax asset and as a result there was no impact to income tax expense for the quarter ended December 31, 2017. The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impact. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending March 31, 2018.

Summary of Significant Accoun18

Summary of Significant Accounting Policies: Recent Accounting Standards (Policies)	9 Months Ended
	Dec. 31, 2017
Policies
Recent Accounting Standards	Recent Accounting Standards Fiscal 2019 Accounting Pronouncement Adoptions In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. This new standard will be effective for us on April 1, 2018. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements.

Related Party Transactions Di19

Related Party Transactions Disclosure: Schedule of Related Party Transaction Costs (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Related Party Transaction Costs	For the three months ended December 31, For the nine months ended December 31, 2017 2016 2017 2016 Operating expenses: Toth and Associates LTD $ 40,000 $ 36,000 $ 120,000 $ 108,000 Capro LTD 18,000 30,000 84,000 90,000 Eden Professional LTD 21,000 19,000 63,000 57,000 Max Zhu Consulting (1) 3,000 6,000 12,000 18,000 Total related party transactions $ 82,000 $ 91,000 $ 279,000 $ 273,000 (1) Max Zhu, an investor in and lender to the Company, also works as Head of Computer Aided Drug Design for the Company under a consultancy contract.

Convertible Debentures, As Am20

Convertible Debentures, As Amended, Disclosure: Convertible Debt, Embedded Derivative - key inputs (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Convertible Debt, Embedded Derivative - key inputs	Contingent Put Stock price $0.03 Probability of Triggering Date 100% Volatility 282% Risk-free rate 1% Discount rate 0%

Convertible Debentures, As Am21

Convertible Debentures, As Amended, Disclosure: Convertible Debt, Beneficial Conversion Feature - key inputs (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Convertible Debt, Beneficial Conversion Feature - key inputs	Conversion Feature Stock price $0.03 Exercise price $0.03 Volatility 282% Contractual term 1 year Risk-free rate 1% Discount rate 0%

Convertible Debentures, As Am22

Convertible Debentures, As Amended, Disclosure: Fair Value Measured on Embedded Derivative (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Fair Value Measured on Embedded Derivative	Balance at March 31, 2017 Issuance Net unrealized (gain)/loss Balance at December 31, 2017 24,000 $ 555,000 $ 131,000 $ 710,000

Convertible Debentures, As Am23

Convertible Debentures, As Amended, Disclosure: Schedule of Carrying Values of Convertible Debt Instruments (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Carrying Values of Convertible Debt Instruments	Secured Convertible Debenture at December 31, 2017: Principal value of 5%, convertible $ 633,000 Fair value of embedded derivative 710,000 Accrued interest 14,000 Debt discount (634,000) Carrying value of Secured Convertible Debenture Note $ 723,000

Convertible Debt Related Part24

Convertible Debt Related Party Disclosure: Embedded Derivative - key inputs (related party) (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Embedded Derivative - key inputs (related party)	Key Inputs Stock price $0.01- $0.03 Contractual term 0.1 - 0.5 years Volatility 125%-159% Risk-free rate 1%

Convertible Debt Related Part25

Convertible Debt Related Party Disclosure: Fair Value Measured on Embedded Derivative (related party) (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Fair Value Measured on Embedded Derivative (related party)	Balance at Issuance Net unrealized (gain)/loss Balance at December 31, 2017 159,000 $ ( 90,000 ) $ 69,000

Convertible Debt Related Part26

Convertible Debt Related Party Disclosure: Schedule of Carrying Values of Convertible Debt Instruments (related party) (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Schedule of Carrying Values of Convertible Debt Instruments (related party)	Secured Convertible Debenture at December 31, 2017: Principal value of 5%, convertible $ 220,000 Fair value of embedded conversion option 69,000 Accrued Interest 16,740 Debt discount (37,818) Carrying value of Secured Convertible Debenture Note $ 267,922

Capital Stock Disclosure_ Poten

Capital Stock Disclosure: Potentially Dilutive Securities (Tables)	9 Months Ended
	Dec. 31, 2017
Tables/Schedules
Potentially Dilutive Securities	December 31, March 31, 2017 2017 Potentially dilutive securities Convertible debentures (Note 6) 26,375,000 3,420,000 Convertible debt related party (Note 7) 10,577,000 --

Related Party Transactions Di28

Related Party Transactions Disclosure (Details) - USD ($)	Dec. 31, 2017	Mar. 31, 2017
Accounts payable and accrued expenses - related party	$ 500,000	$ 300,000
Toth and Associates LTD
Monthly compensation	13,000
Fixed bonus, to be paid if certain conditions are met	50,000
Capro LTD
Monthly compensation	11,000
Fixed bonus, to be paid if certain conditions are met	50,000
Eden Professional LTD
Monthly compensation	7,000
Fixed bonus, to be paid if certain conditions are met	$ 50,000

Related Party Transactions Di29

Related Party Transactions Disclosure: Schedule of Related Party Transaction Costs (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Related party consulting fees incurred	$ 82,000	$ 91,000	$ 279,000	$ 273,000
Toth and Associates LTD
Related party consulting fees incurred	40,000	36,000	120,000	108,000
Capro LTD
Related party consulting fees incurred	18,000	30,000	84,000	90,000
Eden Professional LTD
Related party consulting fees incurred	21,000	19,000	63,000	57,000
Max Zhu
Related party consulting fees incurred	$ 3,000	$ 6,000	$ 12,000	$ 18,000

Convertible Debentures, As Am30

Convertible Debentures, As Amended, Disclosure: Fair Value Measured on Embedded Derivative (Details)	9 Months Ended
	Dec. 31, 2017USD ($)
Securities purchase agreement with an accredited investor
Net unrealized gain (loss) on embedded derivative	$ 131,000

Convertible Debentures, As Am31

Convertible Debentures, As Amended, Disclosure: Schedule of Carrying Values of Convertible Debt Instruments (Details) - USD ($)	Dec. 31, 2017	Mar. 31, 2017
Details
Convertible debentures issued	$ 633,000
Fair value of embedded derivative	710,000
Accrued interest	14,000
Debt discount	(634,000)
Convertible debentures	$ 723,000	$ 322,256

Convertible Debentures, As Am32

Convertible Debentures, As Amended, Disclosure (Details) - USD ($) shares in Millions	Jan. 12, 2018	Dec. 31, 2017
Amount of debt being converted	$ 120,000	$ 100,000
Shares of common stock issued for debt conversion	6	3.3
Securities purchase agreement with an accredited investor
Estimated aggregate fair value of all outstanding convertible notes payable		$ 800,000

Convertible Debt Related Part33

Convertible Debt Related Party Disclosure (Details) - USD ($)	Jan. 08, 2018	Dec. 31, 2017
Convertible debentures issued		$ 633,000
Convertible debt arrangement with Max Zhu
Convertible debentures issued	$ 120,000	220,000
Estimated aggregate fair value of all outstanding convertible notes payable		$ 300,000

Convertible Debt Related Part34

Convertible Debt Related Party Disclosure: Fair Value Measured on Embedded Derivative (related party) (Details)	9 Months Ended
	Dec. 31, 2017USD ($)
Convertible debt arrangement with Max Zhu
Net unrealized gain (loss) on embedded derivative	$ 90,000

Convertible Debt Related Part35

Convertible Debt Related Party Disclosure: Schedule of Carrying Values of Convertible Debt Instruments (related party) (Details)	Dec. 31, 2017USD ($)
Details
Convertible debentures related party	$ 267,922

Capital Stock Disclosure (Detai

Capital Stock Disclosure (Details) shares in Millions	9 Months Ended
	Dec. 31, 2017USD ($)shares
Details
Common stock issued for services | shares	0.3
Fair value assigned to compensated services | $	$ 40,000

Capital Stock Disclosure_ Pot37

Capital Stock Disclosure: Potentially Dilutive Securities (Details)	9 Months Ended
	Dec. 31, 2017shares
Potentially dilutive securities - convertible debt
Potentially dilutive securities	3,420,000
Potentially dilutive securities - convertible debt related party
Potentially dilutive securities	10,577,000

Subsequent Events, Disclosure (

Subsequent Events, Disclosure (Details) - USD ($) shares in Millions	Jan. 12, 2018	Dec. 31, 2017	Jan. 08, 2018
Convertible debentures issued		$ 633,000
Shares of common stock issued for debt conversion	6	3.3
Amount of debt being converted	$ 120,000	$ 100,000
Convertible debt arrangement with Max Zhu
Convertible debentures issued		$ 220,000	$ 120,000