Rapid Therapeutic Science Laboratories (RTSL) 10-Q 13 Aug 20 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2020	Aug. 13, 2020
Details
Registrant CIK	0001575659
Fiscal Year End	--03-31
Registrant Name	Rapid Therapeutic Science Laboratories, Inc.
SEC Form	10-Q
Period End date	Jun. 30, 2020
Tax Identification Number (TIN)	46-2111820
Number of common stock shares outstanding		164,278,334
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
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	2021
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Mar. 31, 2020
Current assets:
Cash	$ 213,123	$ 136,215
Inventory, net	28,619	5,873
Total current assets	241,742	142,088
Intangible assets:
Sublicense agreement, net	277,500	302,500
Total assets	519,242	444,588
Current liabilities:
Accounts payable, net	83,426	64,577
Equity subscription payable	90,000	90,000
Contract liabilities, net	0	32,000
Notes payable - related party	23,350	23,350
Notes payable - other	890,233	883,185
Accrued interest payable	423,321	400,720
Derivative liability, at fair value	44,952	0
Total current liabilities	1,555,282	1,493,832
Other liabilities:
Convertible notes payable	315,240	315,240
Total liabilities	1,870,522	1,809,072
Stockholders' deficit:
Preferred stock value	0	0
Common stock value	161,874	159,556
Additional paid in capital	2,991,984	2,414,718
Accumulated deficit	(4,167,799)	(3,601,419)
Treasury stock	(337,339)	(337,339)
Total stockholders' deficit	(1,351,280)	(1,364,484)
Total liabilities and stockholders' deficit	$ 519,242	$ 444,588

Consolidated Balance Sheets - P

Consolidated Balance Sheets - Parenthetical - USD ($)	Jun. 30, 2020	Mar. 31, 2020
Details
Accumulated amortization, Sublicense Agreement	$ 62,500	$ 37,500
Preferred Stock, Par or Stated Value Per Share	$ 0	$ 0
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	750,000,000	200,000,000
Common Stock, Shares, Outstanding	161,874,334	159,556,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Details
Revenues	$ 129,287	$ 0
Costs of goods sold	18,556	0
Gross profit	110,731	0
Operating expenses:
General and administrative	629,510	22,974
Amortization expense	25,000	0
Total operating expenses	654,510	22,974
Other (expense):
Interest expense	(22,601)	(46,099)
Total other income (expense)	(22,601)	(46,099)
Net loss before income taxes	(566,380)	(69,073)
Income taxes	0	0
Net (loss)	$ (566,380)	$ (69,073)
Net loss per share, basic and diluted	$ 0	$ (0.06)
Weighted average shares outstanding, basic and diluted	160,447,978	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, 2019	$ 1,204	$ 144,477	$ (2,976,835)	$ (337,339)	$ (3,168,493)
Equity Balance, Shares at Mar. 31, 2019	1,204,000
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)
Share-based compensation expense	0	10,750	0	0	10,750
Equity Balance at Mar. 31, 2020	$ 159,556	2,414,718	(3,601,419)	(337,339)	(1,364,484)
Equity Balance, Shares at Mar. 31, 2020	159,556,000
Stock issued in private placement, value	$ 960	239,040	0	0	240,000
Stock issued in private placement, shares	960,000
Share-based compensation, value	$ 1,358	338,226	0	0	339,584
Share-based compensation, shares issued	1,358,334
Net (loss)	$ 0	0	(566,380)	0	(566,380)
Equity Balance, Shares at Jun. 30, 2020	161,874,334
Equity Balance at Jun. 30, 2020	$ 161,874	$ 2,991,984	$ (4,167,799)	$ (337,339)	$ (1,351,280)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities:
Net (loss)	$ (566,380)	$ (69,073)
Adjustments to reconcile net loss to net cash provided by (used in) operations
Stock-based compensation expense	339,584	10,750
Amortization expense	25,000	0
Changes in operating assets and liabilities
Inventory	(22,746)	0
Accounts payable	18,849	5,356
Accrued interest payable	22,601	46,099
Other, net	(32,000)	0
Net cash flows used in operating activities	(215,092)	(6,868)
Cash flows from financing activities:
Issuance of notes payable to related parties	52,000	8,000
Private sales of common stock	240,000	0
Net cash flows provided by financing activities	292,000	8,000
Net increase (decrease) in cash and cash equivalents	76,908	1,132
Cash and cash equivalents at beginning of period	136,215	1,334
Cash and cash equivalents at end of period	213,123	2,466
Supplemental cash flow data:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental Non-cash financing activities:
Debt discount on convertible notes payable	(44,952)	0
Increase in derivative liabilities	$ 44,952	$ 0

Condensed Interim Financial Sta

Condensed Interim Financial Statements	3 Months Ended
	Jun. 30, 2020
Notes
Condensed Interim Financial Statements	(1) Condensed Interim Financial Statements The Company Interim Financial Information Impact of COVID-19 Pandemic on Consolidated Financial Statements

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Jun. 30, 2020
Notes
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Basis of Accounting Principles of Consolidation Cash and Cash Equivalents Earnings per Share Revenue recognition Inventory Intangible Assets 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. Fair Value of Financial Instruments Level 1: Level 2: Level 3: Recently Issued Accounting Pronouncements Subsequent Events

Going Concern Disclosure

Going Concern Disclosure	3 Months Ended
	Jun. 30, 2020
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 generated minimal revenues and has suffered recurring losses totaling $4,167,799 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, or that such financing will be available on favorable terms, if at all. 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	3 Months Ended
	Jun. 30, 2020
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 of $44,925 for the unpaid portion of this amount in accounts payable as of June 30, 2020). The Company has recorded the entire $200,000 license fee as an intangible asset and is amortizing such expense on a straight-line basis over a 24 month period (of which, $25,000 was amortized in the three month period ended June 30, 2020).

Notes Payable Disclosure

Notes Payable Disclosure	3 Months Ended
	Jun. 30, 2020
Notes
Notes Payable Disclosure	(5) Notes Payable As of June 30, 2020 and March 31, 2020, the Company had the following note payable obligations: June 30, March 31, 2020 2020 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 $ 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. 165,240 165,240 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%. Amended on November 15, 2019, to mature in one year and to be convertible into common stock at $0.05 per share. 756,535 756,535 Convertible note issued to an accredited investor on June 30, 2020, net of unamortized debt discount of $44,952 (see further discussion below) 7,048 - Total notes payable $ 1,228,823 $ 1,221,775 Future maturities of notes payable as of June 30, 2020 are as follows: Year ending June 30, 2021 $ 913,583 Year ending June 30, 2022 - Year ending June 30, 2023 165,240 Year ending June 30, 2024 150,000 Year ending June 30, 2025 - $ 1,228,823 On June 30, 2020, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Buyer”) with respect to a Convertible Promissory Note (the “Note”) issued by the Company to the Buyer in the amount of $55,000 (52,000). The Note has a maturity date of one year after the date of issuance and bears interest at a rate of 12% per annum, which is not due until maturity. At the option of the Buyer, the Note may be converted into shares of the Company’s common stock, beginning one hundred eighty (180) days following the date of issuance. Under this option, the conversion price shall be subject to a discount of 42%, based on the average of the three (3) lowest closing bid prices for the Common Stock during the prior fifteen (15) trading day period. The Buyer will be limited to convert no more than 4.99% of the issued and outstanding Common Stock at time of conversion at any one time. The Company determined that the conversion feature of the Note required the recognition of a derivative liability upon issuance. As of June 30, 2020, the Company calculated the fair value of the derivative liability, using the Black Scholes model, to be $44,952. Accordingly the Company has recognized a derivative liability in that amount offset by a debt discount. The Company will amortize the debt discount as interest expense over the one year term of the Note. 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	3 Months Ended
	Jun. 30, 2020
Notes
Stockholders' Equity Disclosure	(6) Stockholders’ Equity Effective January 13, 2020, 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 increase the total authorized shares of common stock of the Company from 200 million shares to 750 million shares and to authorize 100 million shares of “blank check” preferred stock of the Company. During the quarter ended June 30, 2020, the Company entered into private stock subscription agreements with six separate accredited investors whereby the Company sold a total of 960,000 shares of restricted common stock to these six investors at an offering price of $0.25 per share, resulting in gross proceeds to the Company of $240,000. Additionally, the Company awarded 1,358,334 shares of restricted common stock to a total of 11 consultants during the quarter ended June 30, 2020 as compensation for services. Based on the timing of these awards in relation to the private offering of common stock noted above, the Company valued the shares at a price of $0.25 per share, for total non-cash compensation expense of $339,584. 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. The Company has made no issuances under this Plan..

Related Party Transactions Disc

Related Party Transactions Disclosure	3 Months Ended
	Jun. 30, 2020
Notes
Related Party Transactions Disclosure	(7) Related Party Transactions 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,

Commitments and Contingencies, Disclosure	3 Months Ended
	Jun. 30, 2020
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 currently have no insurance policies covering such potential losses. We are not at this time involved in any legal proceedings.

Subsequent Events

Subsequent Events	3 Months Ended
	Jun. 30, 2020
Notes
Subsequent Events	(9) Subsequent Events 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: (i) changing demand for the Company’s products; (ii) rising bottlenecks in the Company’s supply chain; and (iii) increasing contraction in the capital markets. 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. In August 2020, the Company entered into private stock subscription agreements with thirty-three separate accredited investors whereby the Company sold a total of 2,404,000 shares of restricted common stock to these investors at an offering price of $0.25 per share, resulting in gross proceeds to the Company of $601,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies: Basis of Accounting Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Basis of Accounting Policy	Basis of Accounting

Summary of Significant Accoun_3

Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Principles of Consolidation, Policy	Principles of Consolidation

Summary of Significant Accoun_4

Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Cash and Cash Equivalents Policy	Cash and Cash Equivalents

Summary of Significant Accoun_5

Summary of Significant Accounting Policies: Earnings per share, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Earnings per share, Policy	Earnings per Share

Summary of Significant Accoun_6

Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Revenue Recognition, Policy	Revenue recognition

Summary of Significant Accoun_7

Summary of Significant Accounting Policies: Inventory, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Inventory, Policy	Inventory

Summary of Significant Accoun_8

Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Intangible Assets, Policy	Intangible Assets

Summary of Significant Accoun_9

Summary of Significant Accounting Policies: Income Taxes, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Income Taxes, Policy	Income Taxes

Summary of Significant Accou_10

Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
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 Accou_11

Summary of Significant Accounting Policies: Fair value of financial instruments, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Fair value of financial instruments, Policy	Fair Value of Financial Instruments Level 1: Level 2: Level 3:

Summary of Significant Accou_12

Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements

Summary of Significant Accou_13

Summary of Significant Accounting Policies: Subsequent Events, Policy (Policies)	3 Months Ended
	Jun. 30, 2020
Policies
Subsequent Events, Policy	Subsequent Events

Notes Payable Disclosure_ Sched

Notes Payable Disclosure: Schedule of long-term debt obligations (Tables)	3 Months Ended
	Jun. 30, 2020
Tables/Schedules
Schedule of long-term debt obligations	June 30, March 31, 2020 2020 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 $ 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. 165,240 165,240 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%. Amended on November 15, 2019, to mature in one year and to be convertible into common stock at $0.05 per share. 756,535 756,535 Convertible note issued to an accredited investor on June 30, 2020, net of unamortized debt discount of $44,952 (see further discussion below) 7,048 - Total notes payable $ 1,228,823 $ 1,221,775

Notes Payable Disclosure_ Futur

Notes Payable Disclosure: Future maturities of notes payable (Tables)	3 Months Ended
	Jun. 30, 2020
Tables/Schedules
Future maturities of notes payable	Year ending June 30, 2021 $ 913,583 Year ending June 30, 2022 - Year ending June 30, 2023 165,240 Year ending June 30, 2024 150,000 Year ending June 30, 2025 - $ 1,228,823

Going Concern Disclosure (Detai

Going Concern Disclosure (Details) - USD ($)	Jun. 30, 2020	Mar. 31, 2020
Details
Accumulated deficit	$ 4,167,799	$ 3,601,419

Intangible Assets Disclosure (D

Intangible Assets Disclosure (Details) - USD ($)	9 Months Ended
	Mar. 31, 2020	Jun. 30, 2020
Accounts payable, net	$ 64,577	$ 83,426
Accumulated amortization, Sublicense Agreement	$ 37,500	62,500
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
Accounts payable, net		44,925
Accumulated amortization, Sublicense Agreement		$ 25,000

Notes Payable Disclosure_ Sch_2

Notes Payable Disclosure: Schedule of long-term debt obligations (Details) - USD ($)	Jun. 30, 2020	Mar. 31, 2020
Convertible notes payable - related party	$ 315,240	$ 315,240
Total notes payable	1,228,823	1,221,775
Promissory notes with two accredited investors
Convertible notes payable - related party	300,000	300,000
Convertible promissory notes issued to former owners
Convertible notes payable - related party	165,240	165,240
Other short term notes issued to various affiliates
Convertible notes payable - related party	756,535	$ 756,535
Convertible promissory notes issued to accredited investors
Convertible notes payable - related party	$ 7,048

Notes Payable Disclosure (Detai

Notes Payable Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Mar. 31, 2020
Issuance of notes payable to related parties	$ 52,000	$ 8,000
Increase in derivative liabilities	44,952	$ 0
Amount of debt converted			$ 2,034,760
Stock issued for conversion of notes payable, shares			15,652,000
Convertible Promissory Note, SPA
Issuance of notes payable to related parties	52,000
Increase in derivative liabilities	$ 44,952
Promissory notes with two accredited investors
Issuance of notes payable to related parties			$ 300,000

Stockholders' Equity Disclosu_2

Stockholders' Equity Disclosure (Details)	3 Months Ended
	Jun. 30, 2020USD ($)$ / sharesshares
Stock issued in private placement, value	$ 240,000
Share-based compensation, value	$ 339,584
Common stock authorized under the 2018 Stock Option Plan | shares	1,000,000
private stock subscription agreements with six separate accredited investors
Stock issued in private placement, shares | shares	960,000
Price per share sold | $ / shares	$ 0.25
Stock issued in private placement, value	$ 240,000
Eleven consultants, Compensation
Share-based compensation, shares issued | shares	1,358,334
Share-based compensation, value	$ 339,584

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 13, 2020	Jun. 30, 2020
Stock issued in private placement, value		$ 240,000
private stock subscription agreements with thirty-three separate accredited investors
Stock issued in private placement, shares	2,404,000
Price per share sold	$ 0.25
Stock issued in private placement, value	$ 601,000