Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Aug. 17, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | ALTAIR INTERNATIONAL CORP. | |
Entity Central Index Key | 1,570,937 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 74,509,883 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Current Assets | ||
Cash | $ 508 | $ 7,523 |
Total current assets | 508 | 7,523 |
Total assets | 508 | 7,523 |
Current Liabilities | ||
Accounts payable | 14,890 | 21,590 |
Loans payable | 14,165 | 14,165 |
Interest payable | 18,806 | 12,575 |
Promissory notes due to third parties | 286,812 | 241,217 |
Promissory note due to related party | 67,728 | 51,082 |
Derivative liability | 118,656 | 308,134 |
Total current liabilities | 521,057 | 648,763 |
Total Liabilities | 521,057 | 648,763 |
Stockholders' Equity (Deficit) | ||
Common Stock, $0.001 par value, 75,000,000 shares authorized; 31,957,000 shares issued and outstanding at June 30, 2017 and March 31, 2017 | 31,957 | 31,957 |
Additional paid-in capital | 289,940 | 289,940 |
Common Stock subscribed | 30,000 | 30,000 |
Accumulated deficit | (872,446) | (993,137) |
Total stockholders' equity (deficit) | (520,549) | (641,240) |
Total liabilities and stockholders' equity (deficit) | $ 508 | $ 7,523 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, authorized | 75,000,000 | 75,000,000 | |
Common stock, issued | 31,957,000 | 31,957,000 | 29,947,000 |
Common stock, outstanding | 31,957,000 | 31,957,000 | 29,947,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Expenses | ||
Total General and Administrative expenses | $ 315 | $ 8,019 |
Derivative expense | (189,479) | |
Interest expense | 68,473 | |
Loss (earnings) before income taxes | (120,691) | 8,019 |
Income taxes | ||
Net loss (earnings) | $ (120,691) | $ 8,019 |
Loss (earnings) per share - Basic and Diluted | $ (0.004) | $ 0 |
Weighted Average Shares - Basic and Diluted | 31,957,000 | 29,947,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 120,691 | $ (8,019) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Changes in Accounts payable | (6,700) | 370 |
Changes in Interest payable | 6,231 | |
Changes in Fair value of derivative liabilities | (189,478) | |
Changes in Debt discount | 62,241 | |
Cash Used In Operating Activities | (7,015) | (7,649) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Loans | 2,500 | |
Cash provided by financing activities | 2,500 | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | (7,015) | (5,149) |
CASH AND CASH EQUIVALENTS | ||
Beginning of period | 7,523 | 5,422 |
End of period | 508 | 273 |
Supplemental disclosures of cash flow information | ||
Taxes paid | ||
Interest paid |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and Description of Business ALTAIR INTERNATIONAL CORP. (the “Company”) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address is18934 N 92 nd On November 11, 2014, the Company entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription products. Initially this alliance was comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil (commonly known as Viagra) Products throughout Asia, Brazil, the Middle East and Canada acquired at a cost of $200,000 while a joint venture agreement for the procurement of converting and packaging equipment specific for oral thin film products was proposed through a Letter of Intent. In addition, Altair and CURE agreed to enter into further joint ventures or other business relationships for the purpose of completing the development and marketing of additional products, and for license and distribution agreements for additional CURE products such as aspirin, sleep-aid, topical muscle and joint pain relief, and electrolytes delivered through OTF or other methods. Altair advanced $360,000 to CURE in this regard. On September 23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the licensed markets. In its place, the Company and CURE entered into an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives. The Company was to become the exclusive worldwide distributor for these products. The fee for this new sport products agreement was $560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements. The agreement called for minimum orders of the products by Altair of $1,500,000 in the twenty-four months from the date of signing. As of June 29, 2018, the Company has been unable to generate any sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly wrote off its $560,000 investment in the agreement in the financial statements for the year ended March 31, 2017. The Company is currently engaged in identifying and assessing new business opportunities. The Company had previously planned to commence operations in the architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas. This plan was abandoned in the 2015 fiscal year in favor of the business operations described above. Since inception (December 20, 2012) through June 30, 2017, the Company has not generated any revenue and has accumulated losses of $872,446. In management’s opinion all adjustments necessary for a fair statement of the results for the interim periods have been made, and that all adjustments have been made to maintain the books in accordance with GAAP. Furthermore, sufficient disclosures have been made in order to ensure that the interim financial statements will not be misleading. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $872,446 as of June 30, 2017 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month periods ending June 30, 2017 and 2016 and year ending March 31, 2017. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At June 30, 2017 the Company's bank deposits did not exceed the insured amounts. Basic and Diluted Income (Loss) Per Share The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Fair Value of Financial Instruments FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three month period ended June 30, 2017. |
SALES AND DISTRIBUTION LICENSE
SALES AND DISTRIBUTION LICENSE | 3 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
SALES AND DISTRIBUTION LICENSE | NOTE 4 – SALES AND DISTRIBUTION LICENSE On November 11, 2014, the Company entered into a strategic alliance with Cure Pharmaceutical Corporation (“CURE”), a California company engaged in the development of oral thin film (“OTF”) for the delivery of nutraceutical, over-the-counter and prescription products. Initially this alliance was comprised of an Exclusive License and Distribution Agreement for CURE’s Sildenafil (commonly known as Viagra) Products throughout Asia, Brazil, the Middle East and Canada acquired at a cost of $200,000 while a joint venture agreement for the procurement of converting and packaging equipment specific for oral thin film products was proposed through a Letter of Intent. In addition, Altair and CURE agreed to enter into further joint ventures or other business relationships for the purpose of completing the development and marketing of additional products, and for license and distribution agreements for additional CURE products such as aspirin, sleep-aid, topical muscle and joint pain relief, and electrolytes delivered through OTF or other methods. Altair advanced $360,000 to CURE in this regard. On September 23, 2016, the Company and CURE agreed to terminate the Exclusive License and Distribution Agreement for CURE’s Sildenafil Products due to unanticipated costs of obtaining regulatory approvals for the introduction of these pharmaceutical products into the licensed markets. In its place, the Company and CURE agreed to replace it with an Exclusive License and Distribution Agreement for a family of sports related nutraceutical products including a topical active for joint and muscle pain and OTF products for delivery of electrolyte, energy, sleep and recovery actives. The Company was to become the exclusive worldwide distributor for these products. The fee for this new sport products agreement was $560,000, comprised of the $200,000 fee paid for the Sildenafil agreement and the $360,000 advanced as a deposit for future license and distribution agreements. The agreement called for minimum orders of the products by Altair of $1,500,000 in the twenty-four months from the date of signing. As of June 29, 2018, the Company had been unable to generate any sales of the products due to a lack of working capital and the human resources required to introduce the products to market. The Company anticipates that it will not meet the minimum order requirements for the initial 24 month period and accordingly wrote off its $560,000 investment in the agreement in its financial statements for the year ended March 31, 2017. |
PROMISSORY NOTES
PROMISSORY NOTES | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 5 – PROMISSORY NOTES On March 6, 2015, the Company executed a convertible promissory note for $100,000 with Williams Ten, LLC. The note was due in ninety days, had a $10,000 one-time interest payment due at maturity and required the issuance of 10,000 shares of common stock. Any unpaid principal and interest at the end of the term was convertible into shares of common stock at 50% of the average closing price for the ten days prior to the end of the term of the note. The fair value of the common stock issued was determined to be $9,091 based on its fair value relative to the fair value of the debt issued. This amount was recorded as a debt discount and was to be amortized utilizing the interest method of accretion over the term of the note. In addition, due to the variable nature of the conversion feature which has no explicit limit on the number of shares that could be required to be issued, the company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $100,004 based on the Black Scholes Merton pricing model and a corresponding debt discount of $90,909 and derivative expense charge of $9,095. On September 29, 2016, Williams Ten, LLC agreed to cancel this Promissory Note and accept a new Convertible Promissory Note in the amount of $121,000, which included all accrued interest and penalties. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. On October 3, 2016, the Company converted $10,000 of the principal balance into 1,000,000 shares of common stock. As of June 30, 2017, $111,000 remains outstanding; and the Company fair valued the derivative at $31,719. On September 23, 2016, the Company issued two Convertible Promissory Notes in the principal amounts of $10,000 and $25,000 to Enpos Sports, LLC as consideration for $35,000 in cash advances to the Company. These convertible Promissory Notes bear interest at the rate of 6.00% per annum and have a one-year term. The Holder is entitled to convert any or all of the principal amount of these Notes and any accrued interest, late fees, and extension fees, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of the Notes plus any accrued interest at the lesser of (i) 70% of the lowest closing bid price over the 5 trading days prior to conversion, (ii) $0.10 per share or (iii) $0.01 per share if the stock had not traded in the ten most recent trading days. Due to the variable nature of the conversion feature which has no explicit limit on the number of shares that could be required to be issued, the company bifurcated the conversion feature and accounted for it as a derivative liability on both notes. The Company recorded the derivative liability at its fair value of $27,673 based on the Black Scholes Merton pricing model and a corresponding debt discount of $27,673 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2017, the Company fair valued the derivative at $9,963. In addition, $21,228 of the debt discount has been amortized to interest expense. On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,850 to Strips Nutrition, Inc. as consideration for $13,850 in cash advances to the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $10,960 based on the Black Scholes Merton pricing model and a corresponding debt discount of $10,960 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2017, the Company fair valued the derivative at $3,943. In addition, $8,227 of the debt discount has been amortized to interest expense. On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $13,768.89 to Mr. Fred Lee as consideration for $13,768.89 in travel expenses incurred in assessing distribution opportunities in Asia for the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $10,896 based on the Black Scholes Merton pricing model and a corresponding debt discount of $10,896 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2017, the Company fair valued the derivative at $3,925. In addition, $8,180 of the debt discount has been amortized to interest expense. On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $160,000 to Mr. Brent McMahon as consideration for $160,000 in cash advances to the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $126,612 based on the Black Scholes Merton pricing model and a corresponding debt discount of $126,612 to be amortized utilizing the interest method of accretion over the term of the note. On October 3, 2016, the Company converted $10,000 of the principal balance into 1,000,000 shares of common stock. As of June 30, 2017, the Company fair valued the derivative at $42,755. In addition, $95,045 of the debt discount has been amortized to interest expense. On September 29, 2016, the Company issued a Convertible Promissory Note in the principal amount of $84,373.25 to Evolution Equities Corporation, a related company, as consideration for $84,373.25 in expenses paid on behalf of the Company. This Convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fee, and extension fee, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of this Note plus any accrued interest by $0.01 per share. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $66,766 based on the Black Scholes Merton pricing model and a corresponding debt discount of $66,766 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2017, the Company fair valued the derivative at $23,752. In addition, $50,121 of the debt discount has been amortized to interest expense. On October 14, 2016, the Company issued a Convertible Promissory Note in the principal amount of $8,594.48 to Enpos Sports, LLC as consideration for $8,594.48 in cash advances to the Company. The convertible Promissory Note bears interest at the rate of 6.00% per annum and has a one-year term. The Holder is entitled to convert any or all of the principal amount of this Note and any accrued interest, late fees, and extension fees, if applicable, into such number of shares of the Company’s shares of common stock, par value $.001 (the “Common Stock”) as is obtained by dividing the entire principal amount of the Note plus any accrued interest at the lesser of (i) 70% of the lowest closing bid price over the 5 trading days prior to conversion, (ii) $0.10 per share or (iii) $0.01 per share if the stock had not traded in the ten most recent trading days. Due to the variable nature of the conversion feature which has no explicit limit on the number of shares that could be required to be issued, the company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $6,744 based on the Black Scholes Merton pricing model and a corresponding debt discount of $6,744 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2017, the Company fair valued the derivative at $2,600. In addition, $4,804 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of June 30, 2017, is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Principal Balance 6/30/2017 Enpos Sports, LLC 9/23/2016 9/23/2017 6% $ 35,000 Williams Ten, LLC 9/29/2016 9/29/2017 6% 111,000 Strips Nutrition, Inc. 9/29/2016 9/29/2017 6% 13,850 Mr. Fred Lee 9/29/2016 9/29/2017 6% 13,769 Mr. Brent McMahon 9/29/2016 9/29/2017 6% 150,000 Evolution Equities Corporation 9/29/2016 9/29/2017 6% 84,373 Enpos Sports, LLC 10/14/2016 10/14/2017 6% 8,594 Total 416,586 Less debt discount (62,046 ) Total $ 354,540 A summary of the activity of the derivative liability for the notes above is as follows: Balance at March 31, 2016 $ 100,000 Increase to derivative due to new issuances 249,651 Derivative (gain) due to mark to market adjustment (41,517 ) Balance at March 31, 2017 308,134 Derivative (gain) due to mark to market adjustment (189,478 ) Balance at June 30, 2017 $ 118,656 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the year ended June 30, 2017 is as follows: Inputs June 30, 2017 Initial Valuation Stock price $ .01 $ .01 Conversion price $ .01 $ .01 Volatility (annual) 145.4% - 151.1% 248.1% - 248.6% Risk-free rate .91% .59% - .60% Years to maturity .48 - .54 1 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PA YABLE On July 22, 2015, the Company obtained a loan from a third party in the amount of $25,000. This loan was non-interest bearing, was unsecured and had no fixed terms of repayment. The loan was repaid in its entirety on September 29, 2016. During the fiscal year ended March 31, 2016, the Company obtained a loan from a third party in the amount of $4,175. A further $9,990 was loaned to the Company in the six months ended September 30, 2016. This loan is non-interest bearing, is unsecured and has no fixed terms of repayment. In the three month period ended March 31, 2016, the Company obtained loans from a third party in the total amount of $11,350. In the three month period ended June 30, 2016, the Company received a further $2,500 in loans from this same third party. These loans totaling $13,850 were non-interest bearing, unsecured and had no fixed terms of repayment. On September 29, 2016 these loans were settled through the issuance of a Convertible Promissory Note as described in item 5(2) above. |
SHARE SUBSCRIPTIONS
SHARE SUBSCRIPTIONS | 3 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
SHARE SUBSCRIPTIONS | NOTE 7 – SHARE SUBSCRIPTIONS On December 30, 2016, the Company received $30,000 from a third party as a subscription for 3,000,000 common shares at $0.01 per share. These shares were issued to the subscribers on April 19, 2018. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | NOTE 8 – COMMON STOCK The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. The Company had 29,947,000 common shares issued and outstanding at March 31, 2016. During the twelve month period ended March 31, 2017, the Company issued 2,000,000 common shares on the conversion of $20,000 of the convertible Promissory Notes described in item 5. In addition, the Company issued 10,000 common shares as required under the terms of the original Promissory Note with Williams Ten LLC as described in item 5. The Company had 31,957,000 common shares issued and outstanding at June 30, 2017 and March 31, 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS From inception through September 29, 2016, the Directors loaned the Company $84,374 net of repayments to pay for incorporation costs, general and administrative expenses and professional fees, the acquisition of sales and distribution licenses and advances to Cure Pharmaceutical. On September 29, 2016, this amount was settled through the issuance of a convertible promissory note as described item 5 above. On September 29, 2016, the Company entered into a consulting agreement with the Company’s sole officer and director for the provision of management and financial services. This agreement called for a one time payment of $10,000 on signing of the agreement, and payments of $5,000 per month for six months, terminating on March 30, 2017. In addition, an amount of $5,000 for services provided in September, 2016 was payable on either the termination of the contract or completion of a minimum $500,000 financing. As of June 30, 2017, $33,350.00 had been paid and $14,150.00 was payable pursuant to this contract. In addition, if financing of greater than $200,000 had been obtained during the term of this contract, the consultant had agreed to exchange 21,000,000 shares registered in his name for 6,000,000 newly issued restricted shares. The threshold of $200,000 in financing during the term of the agreement was not met and therefore the share exchange did not take place. |
RESTATEMENT
RESTATEMENT | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | NOTE 10 – RESTATEMENT Per ASC 250-10 Accounting Changes and Error Corrections, The following table summarizes changes made to the Statement of Operations for the three months ended June 30, 2016. For the three months ended June 30, 2016 As Reported Adjustment As Restated Operating expenses $ (21,788 ) $ 13,769 $ (8,109 ) Net Loss (21,788 ) 13,769 (8,109 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On December 30, 2016, the Company received $30,000 from a third party as a subscription for 3,000,000 common shares at $0.01 per share. These shares were issued to the subscribers on April 19, 2018. During the three month period ended September 30, 2017, the Company received promissory note conversion notices for the issuance of 39,552,783 common shares. 15,790,245 of these shares were issued on October 9, 2017. The balance of 23,762,638 shares were issued to the subscribers on April 19, 2018. On April 10, 2018, the Company entered into a Memorandum of Understanding with a Dr. Judy Pham wherein Dr. Pham agreed to provide up to $100,000 in equity financing to assist with a corporate reorganization including bringing the Company current in its regulatory filings. On completion of the reorganization and the issuance of capital stock in consideration for the funds advanced, Dr. Pham will be the owner of 85% of the issued and outstanding common shares of the Company. As of July 4, 2018, Dr. Pham had advanced $75,770 to the Company pursuant to this Memorandum of Understanding In accordance with ASC 855-10, the Company has analyzed its operations from June 30, 2017 to July 4, 2018 and has determined that it has no other material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month periods ending June 30, 2017 and 2016 and year ending March 31, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At June 30, 2017 the Company's bank deposits did not exceed the insured amounts. |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three month period ended June 30, 2017. |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Promissory Notes | |
Summary of outstanding convertible notes | Note Holder Issue Date Maturity Date Stated Interest Rate Principal Balance 6/30/2017 Enpos Sports, LLC 9/23/2016 9/23/2017 6% $ 35,000 Williams Ten, LLC 9/29/2016 9/29/2017 6% 111,000 Strips Nutrition, Inc. 9/29/2016 9/29/2017 6% 13,850 Mr. Fred Lee 9/29/2016 9/29/2017 6% 13,769 Mr. Brent McMahon 9/29/2016 9/29/2017 6% 150,000 Evolution Equities Corporation 9/29/2016 9/29/2017 6% 84,373 Enpos Sports, LLC 10/14/2016 10/14/2017 6% 8,594 Total 416,586 Less debt discount (62,046 ) Total $ 354,540 |
Summary of activity of derivative liability for convertible notes | Balance at March 31, 2016 $ 100,000 Increase to derivative due to new issuances 249,651 Derivative (gain) due to mark to market adjustment (41,517 ) Balance at March 31, 2017 308,134 Derivative (gain) due to mark to market adjustment (189,478 ) Balance at June 30, 2017 $ 118,656 |
Summary of quantitative information about significant unobservable inputs | Inputs June 30, 2017 Initial Valuation Stock price $ .01 $ .01 Conversion price $ .01 $ .01 Volatility (annual) 145.4% - 151.1% 248.1% - 248.6% Risk-free rate .91% .59% - .60% Years to maturity .48 - .54 1 |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Changes made to previous year's balance sheet and statements of operations | For the three months ended June 30, 2016 As Reported Adjustment As Restated Operating expenses $ (21,788 ) $ 13,769 $ (8,109 ) Net Loss (21,788 ) 13,769 (8,109 ) |
ORGANIZATION AND BUSINESS OPE20
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2015 | Jun. 30, 2017 | |
Organization And Business Operations | ||||
Cost of acquiring Exclusive License and Distribution Agreement | $ 200,000 | |||
Cash advanced to CURE | 360,000 | |||
Fee paid for new Exclusive License and distribution Agreement, comprising of previous fee paid and cash advanced to CURE | $ 560,000 | $ 360,000 | ||
Write off of Sales and Distrubtion Licenses | $ 560,000 | |||
Accumulated losses | $ (993,137) | $ (872,446) |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (872,446) | $ (993,137) |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 30, 2017USD ($) |
Accounting Policies [Abstract] | |
Maximum amount insured on bank deposits | $ 250,000 |
SALES AND DISTRIBUTION LICENSE
SALES AND DISTRIBUTION LICENSE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Payment to Cure for license and distribution agreement | $ 200,000 | ||
Fee paid for new Exclusive License and distribution Agreement, comprising of previous fee paid and cash advanced to CURE | $ 560,000 | $ 360,000 | |
Agreement term | 10 years | ||
Minimum product order amount of first 24 months | $ 1,500,000 | ||
Subsequent yearly minimum product order amount | $ 1,500,000 | ||
Write off of Sales and Distrubtion Licenses | $ 560,000 |
PROMISSORY NOTES - Summary of o
PROMISSORY NOTES - Summary of outstanding convertible notes (Details) | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Enpos Sports, LLC (1) | |
Issue date | Sep. 23, 2016 |
Maturity date | Sep. 23, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 35,000 |
Williams Ten, LLC new note | |
Issue date | Sep. 29, 2016 |
Maturity date | Sep. 29, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 111,000 |
Strips Nutrition, Inc. | |
Issue date | Sep. 29, 2016 |
Maturity date | Sep. 29, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 13,850 |
Mr. Fred Lee | |
Issue date | Sep. 29, 2016 |
Maturity date | Sep. 29, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 13,769 |
Mr. Brent McMahon | |
Issue date | Sep. 29, 2016 |
Maturity date | Sep. 29, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 150,000 |
Evolution Equities Corporation | |
Issue date | Sep. 29, 2016 |
Maturity date | Sep. 29, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 84,373 |
Enpos Sports, LLC (2) | |
Issue date | Oct. 14, 2016 |
Maturity date | Oct. 14, 2017 |
Stated interest rate | 6.00% |
Principal balance | $ 8,594 |
Totals | |
Principal balance | 416,586 |
Less debt discount | (62,046) |
Total | $ 354,540 |
PROMISSORY NOTES - Summary of a
PROMISSORY NOTES - Summary of activity of derivative liability for convertible notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Balance, beginning | $ 308,134 | $ 100,000 |
Increase to derivative due to new issuances | 249,651 | |
Derivative (gain) due to mark to market adjustment | (189,478) | (41,517) |
Balance, ending | $ 118,656 | $ 308,134 |
PROMISSORY NOTES - Summary of q
PROMISSORY NOTES - Summary of quantitative information about significant unobservable inputs (Details) | 3 Months Ended |
Jun. 30, 2017$ / shares | |
Stock price | $ 0.01 |
Conversion price | $ .01 |
Volatility (annual), minimum | 145.40% |
Volatility (annual), maximum | 151.10% |
Risk-free rate, maximum | 0.91% |
Years to maturity, minimum | 5 months 23 days |
Years to maturity, maximum | 6 months 15 days |
Initial Valuation | |
Stock price | $ .01 |
Conversion price | $ .01 |
Volatility (annual), minimum | 248.10% |
Volatility (annual), maximum | 248.60% |
Risk-free rate, minimum | 0.59% |
Risk-free rate, maximum | 0.60% |
Years to maturity, maximum | 1 year |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Jun. 30, 2017 | Mar. 31, 2017 | Oct. 14, 2016 | Sep. 29, 2016 | Sep. 23, 2016 | Mar. 31, 2016 | Mar. 06, 2015 | |
Derivative liability at fair value | $ 118,656 | $ 308,134 | $ 100,000 | ||||
Williams Ten, LLC original note | |||||||
Convertible promissory note | $ 100,000 | ||||||
One-time interest payment due at maturity | $ 10,000 | ||||||
Required issuance of common stock, shares | 10,000 | ||||||
Late penalty charge incurred | $ 11,000 | ||||||
Conversion rate | 50.00% | ||||||
Fair value of common stock issued | 9,091 | ||||||
Derivative liability at fair value | 100,004 | ||||||
Debt discount | $ 90,909 | ||||||
Derivative expense charge | $ 9,095 | ||||||
Debt discount amortized to interest expense | 100,000 | ||||||
Williams Ten, LLC new note | |||||||
Derivative liability at fair value | 31,719 | ||||||
New Convertible Promissory Note amount after cancellation of previous Promissory Note | $ 121,000 | ||||||
New Convertible Promissory Note amount after cancellation of previous Promissory Note, interest per annum | 6.00% | ||||||
Conversion of principal balance into common stock, amount | $ 10,000 | ||||||
Conversion of principal balance into common stock, shares | 1,000,000 | ||||||
Amount on note outstanding | $ 111,000 | ||||||
Strips Nutrition, Inc. | |||||||
Convertible promissory note | $ 13,850 | ||||||
Interest rate per annum of note | 6.00% | ||||||
Derivative liability at fair value | 3,943 | $ 10,960 | |||||
Debt discount | 10,960 | ||||||
Debt discount amortized to interest expense | 8,227 | ||||||
Mr. Fred Lee | |||||||
Convertible promissory note | $ 13,769 | ||||||
Interest rate per annum of note | 6.00% | ||||||
Derivative liability at fair value | 3,925 | $ 10,896 | |||||
Debt discount | 10,896 | ||||||
Debt discount amortized to interest expense | 8,180 | ||||||
Mr. Brent McMahon | |||||||
Convertible promissory note | $ 160,000 | ||||||
Interest rate per annum of note | 6.00% | ||||||
Derivative liability at fair value | 42,755 | $ 126,612 | |||||
Debt discount | 126,612 | ||||||
Debt discount amortized to interest expense | 95,045 | ||||||
Conversion of principal balance into common stock, amount | $ 10,000 | ||||||
Conversion of principal balance into common stock, shares | 1,000,000 | ||||||
Evolution Equities Corporation | |||||||
Convertible promissory note | $ 84,373 | ||||||
Interest rate per annum of note | 6.00% | ||||||
Derivative liability at fair value | $ 23,752 | $ 66,766 | |||||
Debt discount | $ 66,766 | ||||||
Debt discount amortized to interest expense | 50,121 | ||||||
Enpos Sports, LLC (1) | |||||||
Convertible promissory note | $ 35,000 | ||||||
Interest rate per annum of note | 6.00% | ||||||
Derivative liability at fair value | 9,963 | $ 27,673 | |||||
Debt discount | $ 27,673 | ||||||
Debt discount amortized to interest expense | 21,228 | ||||||
Enpos Sports, LLC (2) | |||||||
Convertible promissory note | $ 8,594 | ||||||
Interest rate per annum of note | 6.00% | ||||||
Derivative liability at fair value | 2,600 | $ 6,744 | |||||
Debt discount | $ 6,744 | ||||||
Debt discount amortized to interest expense | $ 4,804 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Jul. 22, 2015 | |
Payables and Accruals [Abstract] | |||||
Loan from third party | $ 25,000 | ||||
Additional loan from third party | $ 9,990 | $ 4,175 | |||
Loans obtained from third party | $ 2,500 | $ 11,350 |
SHARE SUBSCRIPTIONS (Details Na
SHARE SUBSCRIPTIONS (Details Narrative) | Jun. 30, 2017shares |
Notes to Financial Statements | |
Common Stock subscribed, shares to be issued | 3,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |||
Common stock, authorized | 75,000,000 | 75,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued as result of split | 31,957,000 | 31,957,000 | 29,947,000 |
Common stock, shares outstanding as result of split | 31,957,000 | 31,957,000 | 29,947,000 |
Common stock issued on conversion of convertible Promissory Notes, shares | 2,000,000 | ||
Common stock issued on conversion of convertible Promissory Notes, amount | $ 20,000 | ||
Shares issued as required under terms of original Promissory Note with Williams Ten LLC | 10,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 45 Months Ended | |
Sep. 30, 2016 | Mar. 30, 2017 | Sep. 29, 2016 | Jun. 30, 2017 | |
Related Party Transactions [Abstract] | ||||
Loans from Directors | $ 84,374 | |||
One time payment to officer upon signing of consulting agreement | $ 10,000 | |||
Monthly payment to officer per consulting agreement | $ 5,000 | |||
Additional payment for services provided | $ 5,000 | |||
Amounts paid pursuant to contract | $ 33,350 | |||
Amounts payable purusant to contract | $ 14,150 |
RESTATEMENT - Changes made to p
RESTATEMENT - Changes made to previous year's balance sheet and statements of operations (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses | $ (315) | $ (8,019) |
Net Loss | $ 120,691 | (8,019) |
As Reported | ||
Operating expenses | (21,788) | |
Net Loss | (21,788) | |
Adjustment | ||
Operating expenses | 13,769 | |
Net Loss | $ 13,769 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 19, 2018 | Oct. 09, 2017 | Jul. 04, 2018 |
Subsequent Events [Abstract] | |||
Common stock subscriptions, shares issued | 3,000,000 | ||
Promissory note conversions, shares issued | 23,762,638 | 15,790,245 | |
Advances to the Company pursuant to Memorandum of Understanding | $ 75,770 |