Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Details | ||
Registrant Name | Geo Point Resources, Inc. | |
Registrant CIK | 1,560,905 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2018 | |
Fiscal Year End | --03-31 | |
Trading Symbol | GPRI | |
Tax Identification Number (TIN) | 455,593,622 | |
Number of common stock shares outstanding | 100,000,000 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | true | |
Ex Transition Period | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State Country Name | Nevada |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Current Assets | ||
Cash | $ 1,249 | $ 31,684 |
Note receivable, net of allowance of $155,000 and $155,000, respectively | 0 | 0 |
Other current assets | 1,300 | 0 |
Total Current Assets | 2,549 | 31,684 |
Furniture and equipment, net of accumulated depreciation of $0 and $24,505, respectively | 486,568 | 0 |
deposit - related party | 0 | 474,978 |
Total Assets | 489,117 | 506,662 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 5,000 | 10,379 |
Short term advances - related parties | 103,000 | 41,000 |
Discontinued operations | 9,064 | 9,064 |
Total Current Liabilities | 117,064 | 60,443 |
Shareholders' Equity (Deficit) | ||
Preferred Stock - $0.001 par value; 10,000,000 shares authorized; none outstanding | 0 | 0 |
Common stock - $0.001 par value; 100,000,000 shares authorized;100,000,000 shares issued and outstanding, respectively | 100,000 | 100,000 |
Additional paid-in capital | 5,977,077 | 5,977,077 |
Accumulated deficit | (5,705,024) | (5,630,859) |
Total Shareholders' Equity (Deficit) | 372,053 | 446,218 |
Total Liabilities and Shareholders' Equity (Deficit) | $ 489,117 | $ 506,662 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Details | ||
Allowance for Doubtful Accounts Receivable, Current | $ 155,000 | $ 155,000 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 0 | $ 24,505 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 100,000,000 | 100,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Total Sales | 0 | 0 | 0 | 0 |
Operating Expenses | ||||
General and administrative (including stock based compensation of $0, $14,455, $0 and $14,455, respectively) | 43,715 | 29,916 | 74,165 | 39,870 |
Total Operating Expenses | 43,715 | 29,916 | 74,165 | 39,870 |
Operating Loss | (43,715) | (29,916) | (74,165) | (39,870) |
Interest expense | 0 | (10,384) | 0 | (26,682) |
Gain on extinguishment of liabilities | 0 | 16,070 | 0 | 16,070 |
Loss before provision for income taxes | (43,715) | (24,230) | (74,165) | (50,482) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Loss before loss from discontinued operations | (43,715) | (24,230) | (74,165) | (50,482) |
Discontinued operations | 0 | (6,417) | 0 | (33,241) |
Net loss | $ (43,715) | $ (30,647) | $ (74,165) | $ (83,723) |
Basic and Diluted Loss per Share - Continuing Operations | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Basic and Diluted Loss per Share - Discontinued Operations | 0 | 0 | 0 | (0.02) |
Basic and Diluted Loss per Share - Net Loss | $ 0 | $ (0.01) | $ 0 | $ (0.04) |
Basic and Diluted Weighted-Average Common Shares Outstanding | 100,000,000 | 4,801,273 | 100,000,000 | 2,254,644 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (74,165) | $ (83,723) |
Depreciation | 0 | 7,724 |
Prepaid expenses and other current assets | (1,300) | 0 |
Accounts payable and accrued liabilities | (5,380) | 15,120 |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Common stock issued for services | 0 | 14,455 |
Gain on extinguishment of liabilities | 0 | (16,070) |
Net Cash Used in Operating Activities | (80,845) | (62,494) |
Cash Flow from Investing Activities: | ||
Purchase of property and equipment | (11,590) | 0 |
Net Cash Used in Investing Activities | (11,590) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from short term advances - related parties | 62,000 | 0 |
Net change on line of credit | 0 | 34,639 |
Cash Flows Provided by Financing Activities: | 62,000 | 34,639 |
Net Change in Cash | (30,435) | (27,855) |
Cash at Beginning of Year | 31,684 | 39,299 |
Cash at End of Period | 1,249 | 11,444 |
Supplement Disclosure of Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||
Settlement of line of credit and accrued interest with common stock | 0 | 500,000 |
Conversion of Stock, Amount Issued | 0 | 21,852 |
Asset transferred from deposit to property and equipment | $ 474,978 | $ 0 |
Organization and Business
Organization and Business | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Organization and Business | NOTE 1 ORGANIZATION AND BUSINESS On June 13, 2012, the Board of Directors of Geo Point Technologies, Inc., a Utah corporation (Geo Point Utah), approved a stock dividend that resulted in a spin-off (Spin-Off) of Geo Point Resources, Inc. (the Company) common stock to the Geo Point Utah stockholders, pro rata, on the record date (the Record Date). Prior to the Spin-Off, the Company was a wholly-owned subsidiary of Geo Point Utah. The Company was incorporated on June 13, 2012, comprising all of Geo Point Utahs Environmental and Engineering Divisions assets, business, operations, rights or otherwise, along with its Hydrocarbon Identification Technology License Agreement with William C. Lachmar dated January 31, 2008. The Spin-Off had a Record Date of January 17, 2013; an ex-dividend date of January 15, 2013; and a Spin-Off payment date of April 22, 2013. On November 22, 2017, the Company entered into a Share Exchange Agreement (the Agreement), the transaction closed on December 4, 2017, with TORtec Group, a Wyoming corporation (TORtec) and all of the shareholders of TORtec, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of TORtec. Under the terms of the Agreement, a total of 90,000,000 shares of the Companys common stock were issued to the TORtec shareholders as consideration in exchange for all 10,000,000 issued and outstanding shares of TORtec common stock being transferred to the Company, making TORtec a wholly-owned subsidiary of the Company. As a result, the TORtec shareholders collectively own ninety percent (90.0%) of our issued and outstanding shares of our common stock immediately following the acquisition. Stephen Smoot was a former consultant and officer of Capital Vario CR S.A. ("Capital Vario"), which was the controlling shareholder of the Company prior to the acquisition, but resigned from his affiliation with Capital Vario prior to a $500,000 debt-to-equity conversion by Capital Vario with the Company. Stephen Smoot became the President/CEO and Director of TORtec Group on September 8, 2017. At the date of acquisition, TORtec's assets and liabilities were recorded at their fair market value, which was consistent with the carrying value of those assets. The consideration in excess of the net assets was expensed as an additional cost of the acquisition. At the time of acquisition, TORtec had recently been incorporated and didn't have significant operations for which would constitute a business. Thus, the Company treated the transaction similar to an asset purchase with no goodwill being recorded in connection with the transaction. In addition, the historical financials will represent those of the Company's and the operations of TORtec will be included from December 4, 2017 forward. No goodwill was recorded in connection with the transactions. In addition, pro-forma consolidated financial statements haven't been provided due to the limited operations of TORtec. The Company acquired TORtec to expand its operations and felt it was a good compliment to the entering services currently provided. In connection with the transaction, the Company valued the 90,000,000 shares of common stock provided to the TORtec shareholders at $5,203,643. This value was based upon the conversion rate of $0.0578 which was used to convert the Capital Vario line of credit into shares of the Company's common stock. In addition, $25,000 was provided to the Company prior to the date of acquisition. The transaction was a recapitalization of the Company through a share exchange for which the consideration provided was recorded at fair market value. The following is a summary of the carrying value of TORtec's asset and liabilities as of December 4, 2017 and the additional amount of consideration recorded: Assets (Liabilities): Cash $ 72,910 Deposits - Related Party 461,458 Short-term Advances (20,000) Net assets $ 514,368 Consideration paid - common stock (5,203,643) Additional consideration $ (4,689,275) TORtec Group, Inc. On September 9, 2017, TORtec entered into General Agreement No. US-17 on cooperation and joint activities on commercialization of TOR-technologies, introduction of new productions, products and services in the markets of North, Central and South America (the Exclusive License Agreement) with the parties that invented the TOR-technology. The Exclusive License Agreement grants to TORtec an exclusive license to utilize the technology for certain purposes throughout North, Central and South America. The TOR-technology equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system. This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity. In some cases, the quality and composition of the materials and liquids processed are new. This TOR-technology has the potential to influence the efficiency and quality of the micro-pulverization industry for re-mineralizing soil, conserve energy, cleanup and extract value from mining waste piles and to create new bio-products and metal-ceramic composites. Discontinued Operations In February 2018, due to the untimely death of Bill Lachmar, Geo Point Resources, Inc.'s president, the Company ceased the operations of the Environmental and Engineering Divisions. The Company has reflected these operations as discontinued operations in the accompanying consolidated financial statements. The consolidated financial statements for the three and six months ended September 30, 2017 have been retroactively restated to reflect the discontinued operations. The following is a summary of discontinued operations included within the consolidated financial statements as of September 30, 2018 and March 31, 2018: September 30, 2018 March 31, 2018 ASSETS Furniture and equipment, net of accumulated depreciation of $0 and $24,324, respectively $ 0 $ 0 Other assets 0 0 Total Assets - Discontinued Operations $ 0 $ 0 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 9,064 $ 9,064 Total Current Liabilities - Discontinued Operations $ 9,064 $ 9,064 The following is a summary of discontinued operation for the three and six months ended September 30, 2018 and 2017: For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Six Months Ended September 30, 2018 For the Six Months Ended September 30, 2017 Sales $ - $ 8,333 $ - $15,223 Sales - Related Party - 6,890 - 6,890 Total Sales - 15,223 - 22,113 Operating Expenses Cost of sales - 151 - 2,643 General and administrative - 21,489 - 52,711 Total Operating Expenses - 21,640 - 55,354 Operating Income (Loss) - Discontinued Operations $ - $ (6,417) $ - $(33,241) For the six months ended September 30, 2018, discontinued operations did not have an impact on the cash flow statements. For the six months ended September 30, 2017, significant item within the cash flow statement related to discontinued operations were depreciation expense of $7,724 and an increase in accounts payable of $1,775. |
TORtec Share Exchange Agreement
TORtec Share Exchange Agreement Disclosure | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
TORtec Share Exchange Agreement Disclosure | On November 22, 2017, the Company entered into a Share Exchange Agreement (the Agreement), the transaction closed on December 4, 2017, with TORtec Group, a Wyoming corporation (TORtec) and all of the shareholders of TORtec, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of TORtec. Under the terms of the Agreement, a total of 90,000,000 shares of the Companys common stock were issued to the TORtec shareholders as consideration in exchange for all 10,000,000 issued and outstanding shares of TORtec common stock being transferred to the Company, making TORtec a wholly-owned subsidiary of the Company. As a result, the TORtec shareholders collectively own ninety percent (90.0%) of our issued and outstanding shares of our common stock immediately following the acquisition. Stephen Smoot was a former consultant and officer of Capital Vario CR S.A. ("Capital Vario"), which was the controlling shareholder of the Company prior to the acquisition, but resigned from his affiliation with Capital Vario prior to a $500,000 debt-to-equity conversion by Capital Vario with the Company. Stephen Smoot became the President/CEO and Director of TORtec Group on September 8, 2017. At the date of acquisition, TORtec's assets and liabilities were recorded at their fair market value, which was consistent with the carrying value of those assets. The consideration in excess of the net assets was expensed as an additional cost of the acquisition. At the time of acquisition, TORtec had recently been incorporated and didn't have significant operations for which would constitute a business. Thus, the Company treated the transaction similar to an asset purchase with no goodwill being recorded in connection with the transaction. In addition, the historical financials will represent those of the Company's and the operations of TORtec will be included from December 4, 2017 forward. No goodwill was recorded in connection with the transactions. In addition, pro-forma consolidated financial statements haven't been provided due to the limited operations of TORtec. The Company acquired TORtec to expand its operations and felt it was a good compliment to the entering services currently provided. In connection with the transaction, the Company valued the 90,000,000 shares of common stock provided to the TORtec shareholders at $5,203,643. This value was based upon the conversion rate of $0.0578 which was used to convert the Capital Vario line of credit into shares of the Company's common stock. In addition, $25,000 was provided to the Company prior to the date of acquisition. The transaction was a recapitalization of the Company through a share exchange for which the consideration provided was recorded at fair market value. The following is a summary of the carrying value of TORtec's asset and liabilities as of December 4, 2017 and the additional amount of consideration recorded: Assets (Liabilities): Cash $ 72,910 Deposits - Related Party 461,458 Short-term Advances (20,000) Net assets $ 514,368 Consideration paid - common stock (5,203,643) Additional consideration $ (4,689,275) TORtec Group, Inc. On September 9, 2017, TORtec entered into General Agreement No. US-17 on cooperation and joint activities on commercialization of TOR-technologies, introduction of new productions, products and services in the markets of North, Central and South America (the Exclusive License Agreement) with the parties that invented the TOR-technology. The Exclusive License Agreement grants to TORtec an exclusive license to utilize the technology for certain purposes throughout North, Central and South America. The TOR-technology equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system. This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity. In some cases, the quality and composition of the materials and liquids processed are new. This TOR-technology has the potential to influence the efficiency and quality of the micro-pulverization industry for re-mineralizing soil, conserve energy, cleanup and extract value from mining waste piles and to create new bio-products and metal-ceramic composites. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Discontinued Operations | Discontinued Operations In February 2018, due to the untimely death of Bill Lachmar, Geo Point Resources, Inc.'s president, the Company ceased the operations of the Environmental and Engineering Divisions. The Company has reflected these operations as discontinued operations in the accompanying consolidated financial statements. The consolidated financial statements for the three and six months ended September 30, 2017 have been retroactively restated to reflect the discontinued operations. The following is a summary of discontinued operations included within the consolidated financial statements as of September 30, 2018 and March 31, 2018: September 30, 2018 March 31, 2018 ASSETS Furniture and equipment, net of accumulated depreciation of $0 and $24,324, respectively $ 0 $ 0 Other assets 0 0 Total Assets - Discontinued Operations $ 0 $ 0 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 9,064 $ 9,064 Total Current Liabilities - Discontinued Operations $ 9,064 $ 9,064 The following is a summary of discontinued operation for the three and six months ended September 30, 2018 and 2017: For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Six Months Ended September 30, 2018 For the Six Months Ended September 30, 2017 Sales $ - $ 8,333 $ - $15,223 Sales - Related Party - 6,890 - 6,890 Total Sales - 15,223 - 22,113 Operating Expenses Cost of sales - 151 - 2,643 General and administrative - 21,489 - 52,711 Total Operating Expenses - 21,640 - 55,354 Operating Income (Loss) - Discontinued Operations $ - $ (6,417) $ - $(33,241) For the six months ended September 30, 2018, discontinued operations did not have an impact on the cash flow statements. For the six months ended September 30, 2017, significant item within the cash flow statement related to discontinued operations were depreciation expense of $7,724 and an increase in accounts payable of $1,775. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the consolidated financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding these matters, if needed, include raising additional debt or equity financing. The terms of which might not be acceptable to the Company. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The accompanying condensed consolidated balance sheet as of September 30, 2018, and the condensed consolidated statements of operations and cash flows for the three and six months ended September 30, 2018, and 2017, are unaudited. The condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys consolidated financial position, results of operations, and cash flows for such periods. The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to the three month period are unaudited. The results of the three and six months ended September 30, 2018, are not necessarily indicative of the results to be expected for the year ending March 31, 2019, any other interim period, or any other future year. Basis of Accounting Our consolidated financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary TORtec. All significant intercompany transactions have been eliminated in the consolidation. TORtec's operations have been included from its date of acquisition, see Note 1 for additional information. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes to consolidated financial statements. Actual results could differ from those estimates. Significant estimates made by management include allowance for doubtful accounts and the useful life of property and equipment. Fair Value of Financial Instruments The Company complies with the accounting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820-10, Fair Value Measurements, The guidance also establishes a fair value hierarchy for measurements of fair value as follows: · · · As of September 30, 2018, and March 31, 2018, the Company did not have Level 1, 2, or 3 financial assets or liabilities. Financial instruments consist of cash, accounts receivable, payables, and a line of credit. The fair value of financial instruments approximated their carrying values as of September 30, 2018, and March 31, 2018, due to the short-term nature of these items. Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs as services are performed, see below for a description of former services. On April 1, 2018, the Company determined that the adoption of Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers The Companys primary source of revenue had been in its environmental division, providing historical site data searches, preliminary investigation and drilling, site characterization modeling, regulatory agency liaison, and full environmental clean-ups using such methods as vapor extraction, air sparging, bio-remediation, ORC (Oxygen Release Compound) and HRC (Hydrogen Release Compound) injection treatment, air stripping, and ionic exchange. Revenues from providing historical site data searches, preliminary investigation and drilling, site characterization modeling, regulatory agency liaison, and full environmental clean-ups using such methods as vapor extraction, air sparging, bio-remediation, ORC (Oxygen Release Compound) and HRC (Hydrogen Release Compound) injection treatment, air stripping, and ionic exchange are recognized after services have been performed. See Note 1 for discussion regarding the discontinuance of the Company's Environmental and Engineering Divisions. Basic and Diluted (Income) Loss per Common Share Basic income (loss) per common share is calculated by dividing net loss by the weighted average common shares outstanding during the period. Diluted income (loss) per common share reflects the potential dilution to basic earnings per share that could occur upon conversion or exercise of securities, options, or other such items to common shares using the treasury stock method, based upon the weighted average fair value of the Companys common shares during the period. For the three and six months ended September 30, 2018 and 2017, the Company did not have any dilutive securities. Recent Accounting Pronouncements The Financial Accounting Standards Board issued Accounting Standard Updates (ASUs) to amend the authoritative literature in Accounting Standards Codification (ASC). There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company's operations. |
Loans Receivable - Construction
Loans Receivable - Construction Project | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Loans Receivable - Construction Project | NOTE 3 FINANCIAL STATEMENT ELEMENTS Loans Receivable Construction Project In July 2015, the Company loaned $75,000 to an unrelated third party. The loan does not incur interest and is due on demand. The loan is intended to be a short term loan used for a construction project by the borrower. During the year ended March 31, 2018, due to the delays in repayment, the Company reserved 100% of this receivable. During the year ended March 31, 2018, the Company received $20,000 from the unrelated third party. On November 9, 2015, the Company loaned $100,000 to an unrelated third party. The loan incurs interest at 2% per annum and is due upon the earlier of October 31, 2018, or completion by the borrower of one or more projects having an aggregate value of not less than $40 million. The loan is intended to be a short term bridge loan used for working capital for the third party. During the year ended March 31, 2018, the Company reserved 100% of this receivable. Property and Equipment Property and equipment consists of the Company's Tornado M for which was received during the three months ended September 30, 2018. The Company is currently making additional expenditures in order for the Tornado M to be put into production. Thus, as of September 30, 2018, the Tornado M is considered a long term capital asset for which depreciation hasn't commenced. The Company expects to depreciate costs related to the Tornado M over the period of ten years. See Note 7 for additional information. |
Lines of Credit and Short Term
Lines of Credit and Short Term Advances | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Lines of Credit and Short Term Advances | NOTE 4 LINE OF CREDIT AND SHORT TERM ADVANCES On January 1, 2013, the Company entered into a $100,000 revolving line of credit with an unrelated third party. Under the terms of the agreement the outstanding principal incurs interest at 24% per annum with principal and interest due nine months from the date of the agreement or July 1, 2013. The revolving line of credit is unsecured and currently in default; however, no demands for repayment have been made. Subsequent to the agreement date, the third party has continued to advance additional funds as needed under the same terms of the initial revolving line of credit. Proceeds from the revolving line of credit were used for operations. On August 24, 2017, the Company and the holder of the revolving line of credit agreed to convert the outstanding principal of $302,399 and accrued interest of $197,601 into 8,647,796 shares of common stock. The Company determined that the per share amount of $0.0578 was most representative of the fair market value. This determination was based upon the fact that although the Companys common stock is publically traded there has not been an active public trade of the Companys common stock in a significant period of time, indicating no market for the Companys common stock. In addition, the number of shares issued was negotiated between the Company and the third party. During the year ended March 31, 2018, the Company received short term advances of $21,000 from two shareholders of the Company. The advances do not incur interest and are due on demand. In addition, the Company assumed a $20,000 advance from Capital Vario, a shareholder of the Company, in connection with the acquisition of TORtec, see Note 1. During the six months ended September 30, 2018, Capital Vario has advanced the Company an additional $62,000 for a total of $103,000 due at September 30, 2018. The advances do not incur interest and are due on demand. The advances have been reflected as "short term advances - related parties" on the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Commitments and Contingencies | NOTE 5 COMMITMENTS AND CONTINGENCIES The Company does not have any pending or threatened litigation. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Shareholders' Deficit | NOTE 6 - SHAREHOLDERS DEFICIT On August 24, 2017, the Company issued 250,000 shares to a third party for legal services rendered. The Company valued the shares at $14,455, based upon the conversion rate of the line of credit discussed above. The fair value was immediately expensed to general and administrative expense as the performance commitment was complete. On August 24, 2017, the Company also issued 100,000 shares of common stock to a third party in settlement of $21,852 in amounts due in connection with accounting services. The Company valued these shares at $5,782, based upon the conversion rate of the line of credit discussed above. The difference between the fair market value of the shares and the amount forgiven of $16,070 was recorded as a gain on extinguishment of liabilities on the accompanying statement of operations. See Note 1 for disclosure of additional shares. |
Related Party Transactkion
Related Party Transactkion | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Related Party Transactkion | NOTE 7 - RELATED PARTY TRANSACTION On September 9, 2017, TORtec entered into an agreement with MTM Center GmbH, a former shareholder of TORtec, a member of the board of directors and a significant shareholder of the Company, for the construction of equipment utilizing the TORtec technology, referred to as the Tornado M. The total purchase price is 394,000 Euros for which the Company has paid in full at $474,978. The Company received the equipment during the second quarter of fiscal 2019 and reclassified to property and equipment. The Tornado M will be used in the Company's operations and is currently being tested for production. On June 18, 2018, TORtec Group entered into License Agreement No. W-1/18 with Forschunginstitut GmbH pursuant to which it was granted a license to use the TOR technology and the utility model Tornado documentation for certain purposes, for which TORtec Group paid an initial royalty of 30,000 Euros, and agreed to pay an annual royalty equal to 10% of any after tax profit received by TORtec Group (and any subsidiaries) by the years result. This License Agreement expanded the licensed territory from North, Central and South America to the entire world. The amounts paid were included within the total amounts disclosed above. See Notes 1 and 4, for additional related party transactions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2018 | |
Notes | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS The Company has evaluated subsequent events after September 30, 2018, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the consolidated financial statements other than those disclosed above. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2018 | |
Policies | |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the consolidated financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding these matters, if needed, include raising additional debt or equity financing. The terms of which might not be acceptable to the Company. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Interim Financial Statements | Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The accompanying condensed consolidated balance sheet as of September 30, 2018, and the condensed consolidated statements of operations and cash flows for the three and six months ended September 30, 2018, and 2017, are unaudited. The condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys consolidated financial position, results of operations, and cash flows for such periods. The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to the three month period are unaudited. The results of the three and six months ended September 30, 2018, are not necessarily indicative of the results to be expected for the year ending March 31, 2019, any other interim period, or any other future year. Basis of Accounting Our consolidated financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary TORtec. All significant intercompany transactions have been eliminated in the consolidation. TORtec's operations have been included from its date of acquisition, see Note 1 for additional information. |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes to consolidated financial statements. Actual results could differ from those estimates. Significant estimates made by management include allowance for doubtful accounts and the useful life of property and equipment. |
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments The Company complies with the accounting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820-10, Fair Value Measurements, The guidance also establishes a fair value hierarchy for measurements of fair value as follows: · · · As of September 30, 2018, and March 31, 2018, the Company did not have Level 1, 2, or 3 financial assets or liabilities. Financial instruments consist of cash, accounts receivable, payables, and a line of credit. The fair value of financial instruments approximated their carrying values as of September 30, 2018, and March 31, 2018, due to the short-term nature of these items. |
Revenue Recognition, Policy | Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs as services are performed, see below for a description of former services. On April 1, 2018, the Company determined that the adoption of Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers The Companys primary source of revenue had been in its environmental division, providing historical site data searches, preliminary investigation and drilling, site characterization modeling, regulatory agency liaison, and full environmental clean-ups using such methods as vapor extraction, air sparging, bio-remediation, ORC (Oxygen Release Compound) and HRC (Hydrogen Release Compound) injection treatment, air stripping, and ionic exchange. Revenues from providing historical site data searches, preliminary investigation and drilling, site characterization modeling, regulatory agency liaison, and full environmental clean-ups using such methods as vapor extraction, air sparging, bio-remediation, ORC (Oxygen Release Compound) and HRC (Hydrogen Release Compound) injection treatment, air stripping, and ionic exchange are recognized after services have been performed. See Note 1 for discussion regarding the discontinuance of the Company's Environmental and Engineering Divisions. |
Earnings Per Share, Policy | Basic and Diluted (Income) Loss per Common Share Basic income (loss) per common share is calculated by dividing net loss by the weighted average common shares outstanding during the period. Diluted income (loss) per common share reflects the potential dilution to basic earnings per share that could occur upon conversion or exercise of securities, options, or other such items to common shares using the treasury stock method, based upon the weighted average fair value of the Companys common shares during the period. For the three and six months ended September 30, 2018 and 2017, the Company did not have any dilutive securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Financial Accounting Standards Board issued Accounting Standard Updates (ASUs) to amend the authoritative literature in Accounting Standards Codification (ASC). There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company's operations. |
TORtec Share Exchange Agreeme_2
TORtec Share Exchange Agreement Disclosure (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Business Acquisitions, by Acquisition | Assets (Liabilities): Cash $ 72,910 Deposits - Related Party 461,458 Short-term Advances (20,000) Net assets $ 514,368 Consideration paid - common stock (5,203,643) Additional consideration $ (4,689,275) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Disposal Groups, Including Discontinued Operations | September 30, 2018 March 31, 2018 ASSETS Furniture and equipment, net of accumulated depreciation of $0 and $24,324, respectively $ 0 $ 0 Other assets 0 0 Total Assets - Discontinued Operations $ 0 $ 0 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 9,064 $ 9,064 Total Current Liabilities - Discontinued Operations $ 9,064 $ 9,064 The following is a summary of discontinued operation for the three and six months ended September 30, 2018 and 2017: For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Six Months Ended September 30, 2018 For the Six Months Ended September 30, 2017 Sales $ - $ 8,333 $ - $15,223 Sales - Related Party - 6,890 - 6,890 Total Sales - 15,223 - 22,113 Operating Expenses Cost of sales - 151 - 2,643 General and administrative - 21,489 - 52,711 Total Operating Expenses - 21,640 - 55,354 Operating Income (Loss) - Discontinued Operations $ - $ (6,417) $ - $(33,241) |
TORtec Share Exchange Agreeme_3
TORtec Share Exchange Agreement Disclosure (Details) - USD ($) | 6 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 04, 2017 | |
Details | |||||
Stock Issued During Period, Shares, Acquisitions | 90,000,000 | ||||
Common Stock, Shares, Issued | 100,000,000 | 100,000,000 | 10,000,000 | ||
Settlement of line of credit and accrued interest with common stock | $ 0 | $ 500,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 5,203,643 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Basis for Determining Value | $ 0.0578 | ||||
Cash Acquired from Acquisition | $ 72,910 | ||||
deposit - related party | 0 | $ 474,978 | $ 461,458 | ||
Advances to Affiliate | $ (20,000) | ||||
Noncash or Part Noncash Acquisition, Value of Assets Acquired | 514,368 | ||||
Stock Issued During Period, Value, Acquisitions | (5,203,643) | ||||
Amortization of Acquisition Costs | $ (4,689,275) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Details | |||||
Furniture and equipment, net of accumulated depreciation of $0 and $24,505, respectively | $ 486,568 | $ 486,568 | $ 0 | ||
Discontinued operations | 9,064 | 9,064 | $ 9,064 | ||
Discontinued sales | 0 | $ 8,333 | 0 | $ 15,223 | |
Discontinued sales related party | 0 | 6,890 | 0 | 6,890 | |
Disposal Group, Including Discontinued Operation, Revenue | 0 | 15,223 | 0 | 22,113 | |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 0 | 151 | 0 | 2,643 | |
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 0 | 21,489 | 0 | 52,711 | |
Disposal Group, Including Discontinued Operation, Operating Expense | 0 | 21,640 | 0 | 55,354 | |
Discontinued operations | $ 0 | $ (6,417) | 0 | (33,241) | |
Depreciation | 0 | $ 7,724 | |||
Increase (Decrease) in Accounts Payable | $ 1,775 |
Loans Receivable - Constructi_2
Loans Receivable - Construction Project (Details) - USD ($) | Sep. 30, 2018 | Dec. 04, 2017 | Nov. 09, 2015 |
Details | |||
Notes, Loans and Financing Receivable, Net, Current | $ 75,000 | ||
Advances to Affiliate | $ 20,000 | ||
Financing Receivable, Net | $ 100,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Lines of Credit and Short Ter_2
Lines of Credit and Short Term Advances (Details) - USD ($) | 5 Months Ended | 6 Months Ended | |||
Aug. 24, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Dec. 04, 2017 | |
Details | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000 | ||||
Line of Credit Facility, Interest Rate During Period | 24.00% | ||||
Long-term Line of Credit | $ 302,399 | ||||
Other Nonoperating Income (Expense) | $ 197,601 | ||||
Stock Issued During Period, Shares, Other | 8,647,796 | ||||
Business Acquisition, Share Price | $ 0.0578 | ||||
Related Party Transaction, Amounts of Transaction | $ 21,000 | ||||
Advances to Affiliate | $ 20,000 | ||||
Proceeds from short term advances - related parties | 62,000 | $ 0 | |||
Short term advances - related parties | $ 103,000 | $ 41,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 250,000 | |||
Common stock issued for services | $ 0 | $ 14,455 | ||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |||
Conversion of Stock, Amount Issued | $ 0 | 21,852 | ||
Stock Issued During Period, Value, Issued for Services | 5,782 | |||
Gain on extinguishment of liabilities | $ 0 | $ 16,070 | $ 0 | $ 16,070 |
Related Party Transactkion (Det
Related Party Transactkion (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 04, 2017 |
Details | |||
deposit - related party | $ 0 | $ 474,978 | $ 461,458 |