Rapid Therapeutic Science Laboratories (RTSL) 10-Q 31 Mar 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2019	Mar. 31, 2020
Details
Registrant CIK	0001575659
Fiscal Year End	--03-31
Registrant Name	Rapid Therapeutic Science Laboratories, Inc.
SEC Form	10-Q
Period End date	Dec. 31, 2019
Tax Identification Number (TIN)	46-2111820
Number of common stock shares outstanding		156,856,000
Filer Category	Non-accelerated Filer
Current with reporting	No
Interactive Data Current	No
Shell Company	false
Small Business	true
Emerging Growth Company	true
Ex Transition Period	true
Entity File Number	000-55018
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5580 Peterson Ln., Suite 200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	800
Local Phone Number	497-6059
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Mar. 31, 2019
Current assets:
Cash	$ 125,132	$ 1,334
Total current assets	125,132	1,334
Intangible assets:
Sublicense agreement	327,500	0
Total assets	452,632	1,334
Current liabilities:
Accounts payable	117,082	19,652
Accounts payable - related party	5,282	0
Notes payable - related party	756,535	741,035
Accrued interest payable	336,829	209,140
Total current liabilities	1,215,728	969,827
Other liabilities:
Convertible notes payable - related party	465,240	2,200,000
Total liabilities	1,680,968	3,169,827
Stockholders' deficit:
Common stock, $0.001 par value per share, 200,000,000shares authorized, 156,856,000 and 1,204,000shares issued and outstanding	156,856	1,204
Additional paid in capital	2,242,418	144,477
Accumulated deficit	(3,290,271)	(2,976,835)
Treasury stock	(337,339)	(337,339)
Total stockholders' deficit	(1,228,336)	(3,168,493)
Total liabilities and stockholders' deficit	$ 452,632	$ 1,334

Consolidated Balance Sheets - P

Consolidated Balance Sheets - Parenthetical - $ / shares	Dec. 31, 2019	Mar. 31, 2019
Details
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Outstanding	156,856,000	1,204,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Details
Revenues	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	129,367	34,025	173,247	150,175
Amortization expense	12,500	0	12,500	0
Total operating expenses	141,867	34,025	185,747	150,175
Other (expense):
Interest expense	(34,823)	(45,752)	(127,689)	(134,729)
Gain on sale of Bitcoin	0	1,380	0	1,380
Total other income (expense)	(34,823)	(44,372)	(127,689)	(133,349)
Net loss before income taxes	(176,690)	(78,397)	(313,436)	(283,524)
Income taxes	0	0	0	0
Net (loss)	$ (176,690)	$ (78,397)	$ (313,436)	$ (283,524)
Net loss per share, basic and diluted	$ 0	$ (0.07)	$ (0.01)	$ (0.24)
Weighted average shares outstanding,basic and diluted	79,030,000	1,204,000	27,240,335	1,204,000

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Equity Balance at Mar. 31, 2018	$ 1,204	$ 101,477	$ (2,627,994)	$ (337,339)	$ (2,862,652)
Equity Balance, Shares at Mar. 31, 2018	1,204,000
Stock compensation expense	$ 0	10,750	0	0	10,750
Net (loss)	$ 0	0	(134,919)	0	(134,919)
Equity Balance, Shares at Jun. 30, 2018	1,204,000
Equity Balance at Jun. 30, 2018	$ 1,204	112,227	(2,762,913)	(337,339)	(2,986,821)
Equity Balance at Mar. 31, 2018	$ 1,204	101,477	(2,627,994)	(337,339)	(2,862,652)
Equity Balance, Shares at Mar. 31, 2018	1,204,000
Stock issued for sublicense agreement, value					0
Stock issued for conversion of notes payable, value					0
Stock compensation expense					32,250
Net (loss)					(283,524)
Equity Balance, Shares at Dec. 31, 2018	1,204,000
Equity Balance at Dec. 31, 2018	$ 1,204	133,727	(2,911,518)	(337,339)	(3,113,926)
Equity Balance at Jun. 30, 2018	$ 1,204	112,227	(2,762,913)	(337,339)	(2,986,821)
Equity Balance, Shares at Jun. 30, 2018	1,204,000
Stock compensation expense	$ 0	10,750	0	0	10,750
Net (loss)	$ 0	0	(70,208)	0	(70,208)
Equity Balance, Shares at Sep. 30, 2018	1,204,000
Equity Balance at Sep. 30, 2018	$ 1,204	122,977	(2,833,121)	(337,339)	(3,046,279)
Stock compensation expense	0	10,750	0	0	10,750
Net (loss)	$ 0	0	(78,397)	0	(78,397)
Equity Balance, Shares at Dec. 31, 2018	1,204,000
Equity Balance at Dec. 31, 2018	$ 1,204	133,727	(2,911,518)	(337,339)	(3,113,926)
Equity Balance at Mar. 31, 2019	$ 1,204	144,477	(2,976,835)	(337,339)	(3,168,493)
Equity Balance, Shares at Mar. 31, 2019	1,204,000
Stock compensation expense	$ 0	10,750	0	0	10,750
Net (loss)	$ 0	0	(69,073)	0	(69,073)
Equity Balance, Shares at Jun. 30, 2019	1,204,000
Equity Balance at Jun. 30, 2019	$ 1,204	155,227	(3,045,908)	(337,339)	(3,226,816)
Equity Balance at Mar. 31, 2019	$ 1,204	144,477	(2,976,835)	(337,339)	(3,168,493)
Equity Balance, Shares at Mar. 31, 2019	1,204,000
Stock issued for sublicense agreement, value					140,000
Stock issued for conversion of notes payable, value					2,034,760
Stock compensation expense					78,833
Net (loss)					(313,436)
Equity Balance, Shares at Dec. 31, 2019	156,856,000
Equity Balance at Dec. 31, 2019	$ 156,856	2,242,418	(3,290,271)	(337,339)	(1,228,336)
Equity Balance at Jun. 30, 2019	$ 1,204	155,227	(3,045,908)	(337,339)	(3,226,816)
Equity Balance, Shares at Jun. 30, 2019	1,204,000
Stock compensation expense	$ 0	10,750	0	0	10,750
Net (loss)	$ 0	0	(67,673)	0	(67,673)
Equity Balance, Shares at Sep. 30, 2019	1,204,000
Equity Balance at Sep. 30, 2019	$ 1,204	165,977	(3,113,581)	(337,339)	(3,283,739)
Stock issued for sublicense agreement, value	$ 140,000	0	0	0	140,000
Stock issued for sublicense agreement, shares	140,000,000
Stock issued for conversion of notes payable, value	$ 15,652	2,019,108	0	0	$ 2,034,760
Stock issued for conversion of notes payable, shares	15,652,000				15,652,000
Stock compensation expense	$ 0	57,333	0	0	$ 57,333
Net (loss)	$ 0	0	(176,690)	0	(176,690)
Equity Balance, Shares at Dec. 31, 2019	156,856,000
Equity Balance at Dec. 31, 2019	$ 156,856	$ 2,242,418	$ (3,290,271)	$ (337,339)	$ (1,228,336)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net (loss)	$ (313,436)	$ (283,524)
Adjustments to reconcile net loss to netcash provided by (used in) operations
Stock compensation expense	78,833	32,250
Amortization expense	12,500	0
Changes in operating assets and liabilities:
Accounts payable	47,863	6,902
Accrued interest payable	127,689	138,490
Prepaid insurance	0	10,184
Net cash flows used in operating activities	(46,551)	(95,698)
Cash flows from investing activities:
Additions to sublicense agreement	(145,151)	0
Net cash flows used in investing activities	(145,151)	0
Cash flows from financing activities:
Issuance of notes payable to related parties	315,500	92,200
Net cash flows provided by financing activities	315,500	92,200
Net increase (decrease) in cash and cash equivalents	123,798	(3,498)
Cash and cash equivalents at beginning of period	1,334	12,297
Cash and cash equivalents at end of period	125,132	8,799
Supplemental cash flow data:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-Cash financing activities:
Stock issued for sublicense agreement, value	140,000	0
Stock issued for conversion of notes payable, value	2,034,760	0
Accounts payable for addition to sublicense agreement	$ 54,849	$ 0

Condensed Interim Financial Sta

Condensed Interim Financial Statements	9 Months Ended
	Dec. 31, 2019
Notes
Condensed Interim Financial Statements	(1) Condensed Interim Financial Statements The Company Interim Financial Information

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Dec. 31, 2019
Notes
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Basis of Accounting Cash and Cash Equivalents Earnings per Share Revenue recognition Income Taxes Use of Estimates Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Recently Issued Accounting Pronouncements Subsequent Event

Going Concern Disclosure

Going Concern Disclosure	9 Months Ended
	Dec. 31, 2019
Notes
Going Concern Disclosure	(3) Going Concern The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues and has suffered recurring losses totaling $3,290,271 since inception. These factors, among others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of this filing. In order to obtain the necessary capital to sustain operations, Management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings. There can be no assurances, however, that the Company will be successful in obtaining such additional financing. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

Intangible Assets Disclosure

Intangible Assets Disclosure	9 Months Ended
	Dec. 31, 2019
Notes
Intangible Assets Disclosure	(4) Intangible Assets Effective November 15, 2019, the Company entered into a sublicense agreement with Texas MDI, Inc. (“TMDI”), a Texas corporation, (the "Agreement") granting the Company access to certain technology regarding the RxoidTM metered dose inhaler that TMDI has licensed from a third party. In conjunction with execution of the Agreement, the Company simultaneously issued a total of 140,000,000 shares of its Common Stock to TMDI, in consideration of the sublicense rights granted to the Company in this transaction. Such rights were transferred as a result of extensive third party negotiations between the Company and TMDI and have been recorded as the acquisition of an intangible asset in the amount of $140,000 based on the par value of the shares issued. During the term of the Agreement, the Company is required to reimburse TMDI to the extent that TMDI is required to make any payments to the licensor, pursuant to its license agreement with a third party. Accordingly, the Company has an obligation to reimburse TMDI in the amount of $200,000 as a license fee covering the first two years of the Agreement. The Company has partially satisfied this obligation by making an equipment purchase on behalf of the licensor in the amount of $135,000, and has agreed to pay the remaining license fee of $65,000 in cash within a 24 month period (for which, the Company has recorded a liability for the unpaid portion of this amount in accounts payable as of December 31, 2019). The Company has recorded the entire $200,000 license fee as an intangible asset and is amortizing it to expense on a straight-line basis over a 24 month period (of which, $12,500 was amortized in the three month period ended December 31, 2019).

Notes Payable Disclosure

Notes Payable Disclosure	9 Months Ended
	Dec. 31, 2019
Notes
Notes Payable Disclosure	(5) Notes Payable As of December 31, 2019 and March 31, 2019, the Company had the following note payable obligations: December 31, March 31, 2019 2019 Convertible promissory notes issued to two accredited investors, maturing in 1 to 5 years, accruing interest at 5% per annum, convertible into common stock at $0.05 per share. $ 300,000 $ - Convertible promissory notes issued to former owners in acquisition of Power Blockchain, accruing interest at 5% per annum, principal repayments originally due in four equal installments on 2nd, 3rd, 4th and 5th anniversaries, convertible into common stock at $0.13 per share, with final maturity on February 1, 2023. 165,240 2,200,000 Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%. 756,535 741,035 Total notes payable $ 1,221,775 $ 2,941,035 Future maturities of notes payable as of December 31, 2019 are as follows: Year ending December 31, 2020 $ 906,535 Year ending December 31, 2021 - Year ending December 31, 2022 - Year ending December 31, 2023 165,240 Year ending December 31, 2024 150,000 $ 1,221,775 Effective November 15, 2019, the following transactions took place in the Company’s notes payable: · · · The Company performed an analysis of both the newly issued convertible notes and the newly amended existing notes, which were formerly non-convertible, to determine whether there was a beneficial conversion feature and noted none.

Stockholders' Equity Disclosure

Stockholders' Equity Disclosure	9 Months Ended
	Dec. 31, 2019
Notes
Stockholders' Equity Disclosure	(6) Stockholders’ Equity There have been no issuances of stock options or warrants. However, in March 2018, the Board approved the establishment of a new 2018 Stock Option Plan with an authorization for the issuance of up to 1,000,000 shares of common stock. The Plan is designed to provide for future discretionary grants of stock options, stock awards and stock unit awards to key employees and non-employee directors.

Related Party Transactions Disc

Related Party Transactions Disclosure	9 Months Ended
	Dec. 31, 2019
Notes
Related Party Transactions Disclosure	(7) Related Party Transactions The Company does not lease or rent any property. Office services have been provided without charge by a director. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Commitments and Contingencies D

Commitments and Contingencies Disclosure	9 Months Ended
	Dec. 31, 2019
Notes
Commitments and Contingencies Disclosure	(8) Commitments and Contingencies From time to time in the ordinary course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable, primarily for the following reasons: (i) many of the relevant legal proceedings are in preliminary stages, and until such proceedings develop further, there is often uncertainty regarding the relevant facts and circumstances at issue and potential liability; and (ii) many of these proceedings involve matters of which the outcomes are inherently difficult to predict. We have insurance policies covering potential losses where such coverage is cost effective. We are not at this time involved in any legal proceedings.

Subsequent Events

Subsequent Events	9 Months Ended
	Dec. 31, 2019
Notes
Subsequent Events	(9) Subsequent Events As previously indicated (see Note 1), the Company changed its name to Rapid Therapeutic Science Laboratories, Inc., effective January 13, 2020. At the same time, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the following corporate actions: (i) To increase the total authorized shares of Common Stock of the Company from 200 million shares to 750 million shares; (ii) To authorize future issuances of “blank check” Preferred Stock of the Company of 100 million shares; and (iii) To add customary indemnification and elimination of personal liability provisions for the Company’s directors, officers and certain other parties for whom such indemnification and elimination of personal liability is typically provided for by corporations organized under Nevada law. On March 27, 2020, the Company filed a Form 8-K to report a change in the Company’s independent registered public accounting firm, which became effective immediately. Since December 31, 2019 and through the date of this report, the entire global economy has been substantially impacted by the coronavirus pandemic which began in China and has spread to the United States and most other parts of the world. As disclosed in Note 1, the Company has adopted a new business strategy focused on developing potential commercial opportunities which will involve the rapid application of therapeutics using proprietary metered dose inhaler technology that the Company has recently sublicensed from a third party. The range of possible impacts on the Company’s business from the coronavirus pandemic could include, but would not necessarily be limited to, one or more of the following factors: · · · At this time, the Company believes that it is premature to determine the potential impact on the Company’s business prospects from these or any other factors that may be related to the coronavirus pandemic.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies: Basis of Accounting Policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Basis of Accounting Policy	Basis of Accounting

Summary of Significant Accoun_3

Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Cash and Cash Equivalents Policy	Cash and Cash Equivalents

Summary of Significant Accoun_4

Summary of Significant Accounting Policies: Earnings per share policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Earnings per share policy	Earnings per Share

Summary of Significant Accoun_5

Summary of Significant Accounting Policies: Revenue recognition policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Revenue recognition policy	Revenue recognition

Summary of Significant Accoun_6

Summary of Significant Accounting Policies: Income taxes policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Income taxes policy	Income Taxes

Summary of Significant Accoun_7

Summary of Significant Accounting Policies: Use of Estimates policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Use of Estimates policy	Use of Estimates Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Summary of Significant Accoun_8

Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements

Summary of Significant Accoun_9

Summary of Significant Accounting Policies: Subsequent Eevents Policy (Policies)	9 Months Ended
	Dec. 31, 2019
Policies
Subsequent Eevents Policy	Subsequent Event

Notes Payable Disclosure_ Sched

Notes Payable Disclosure: Schedule of long-term debt obligations (Tables)	9 Months Ended
	Dec. 31, 2019
Tables/Schedules
Schedule of long-term debt obligations	December 31, March 31, 2019 2019 Convertible promissory notes issued to two accredited investors, maturing in 1 to 5 years, accruing interest at 5% per annum, convertible into common stock at $0.05 per share. $ 300,000 $ - Convertible promissory notes issued to former owners in acquisition of Power Blockchain, accruing interest at 5% per annum, principal repayments originally due in four equal installments on 2nd, 3rd, 4th and 5th anniversaries, convertible into common stock at $0.13 per share, with final maturity on February 1, 2023. 165,240 2,200,000 Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%. 756,535 741,035 Total notes payable $ 1,221,775 $ 2,941,035

Notes Payable Disclosure_ Futur

Notes Payable Disclosure: Future maturities of notes payable (Tables)	9 Months Ended
	Dec. 31, 2019
Tables/Schedules
Future maturities of notes payable	Year ending December 31, 2020 $ 906,535 Year ending December 31, 2021 - Year ending December 31, 2022 - Year ending December 31, 2023 165,240 Year ending December 31, 2024 150,000 $ 1,221,775

Going Concern Disclosure (Detai

Going Concern Disclosure (Details) - USD ($)	Dec. 31, 2019	Mar. 31, 2019
Details
Accumulated deficit	$ 3,290,271	$ 2,976,835

Intangible Assets Disclosure (D

Intangible Assets Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Stock issued for sublicense agreement, value	$ 140,000		$ 140,000	$ 0
Additions to sublicense agreement			145,151	0
Amortization expense	$ 12,500	$ 0	12,500	$ 0
Sublicense agreement with Texas MDI
Stock issued for sublicense agreement, shares	140,000,000
Stock issued for sublicense agreement, value	$ 140,000
Additions to sublicense agreement			$ 135,000

Notes Payable Disclosure_ Sch_2

Notes Payable Disclosure: Schedule of long-term debt obligations (Details) - USD ($)	Dec. 31, 2019	Mar. 31, 2019
Convertible notes payable - related party	$ 465,240	$ 2,200,000
Notes payable - related party	756,535	741,035
Total notes payable	1,221,775	2,941,035
Convertible promissory notes issued to accredited investors
Convertible notes payable - related party	300,000
Convertible promissory notes issued to former owners
Convertible notes payable - related party	165,240	2,200,000
Other short term notes issued to various affiliates
Notes payable - related party	$ 756,535	$ 741,035

Notes Payable Disclosure (Detai

Notes Payable Disclosure (Details) - USD ($)	3 Months Ended	9 Months Ended
	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Issuance of notes payable to related parties		$ 315,500	$ 92,200
Amount of debt converted	$ 2,034,760
Stock issued for conversion of notes payable, shares	15,652,000
Promissory notes with two accredited investors
Issuance of notes payable to related parties		$ 300,000

Stockholders' Equity Disclosu_2

Stockholders' Equity Disclosure (Details)	Dec. 31, 2019shares
Details
Common stock authorized under the 2018 Stock Option Plan	1,000,000

Subsequent Events (Details)

Subsequent Events (Details) - shares	Jan. 13, 2020	Dec. 31, 2019	Mar. 31, 2019
Details
Authorized shares of common stock	750,000,000	200,000,000	200,000,000
Authorized shares of preferred stock	100,000,000