Document and Entity Information
Document and Entity Information - USD ($) | Dec. 31, 2020 | Mar. 15, 2021 | Sep. 30, 2020 |
Details | |||
Registrant CIK | 0001575659 | ||
Fiscal Year End | --12-31 | ||
Registrant Name | Rapid Therapeutic Science Laboratories, Inc. | ||
SEC Form | 10-KT | ||
Period End date | Dec. 31, 2020 | ||
Tax Identification Number (TIN) | 46-2111820 | ||
Number of common stock shares outstanding | 182,354,331 | ||
Public Float | $ 39,470,000 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Interactive Data Current | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | false | ||
Document Transition Report | true | ||
Document Period Start Date | Apr. 1, 2020 | ||
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 | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash | $ 499,146 | $ 136,215 |
Inventory, net | 186,802 | 5,873 |
Total current assets | 685,948 | 142,088 |
Property and equipment: | ||
Property and equipment, gross | 606,740 | 0 |
Accumulated depreciation | (7,255) | 0 |
Net property and equipment | 599,485 | 0 |
Intangible assets: | ||
Sublicense agreement, net | 227,500 | 302,500 |
Total assets | 1,512,933 | 444,588 |
Current liabilities: | ||
Accounts payable, net | 112,298 | 64,577 |
Equity subscription payable | 0 | 90,000 |
Contract liabilities, net | 0 | 32,000 |
Notes payable - related party | 23,350 | 23,350 |
Notes payable - other | 675,277 | 883,185 |
Accrued interest payable | 354,659 | 400,720 |
Derivative liability | 43,306 | 0 |
Total current liabilities | 1,208,890 | 1,493,832 |
Other liabilities: | ||
Convertible notes payable | 315,240 | 315,240 |
Total liabilities | 1,524,130 | 1,809,072 |
Stockholders' equity (deficit): | ||
Preferred stock value | 0 | 0 |
Common stock value | 180,937 | 159,556 |
Additional paid in capital | 5,798,745 | 2,414,718 |
Accumulated deficit | (5,653,540) | (3,601,419) |
Treasury stock | (337,339) | (337,339) |
Total stockholders' equity (deficit) | (11,197) | (1,364,484) |
Total liabilities and stockholders' equity (deficit) | $ 1,512,933 | $ 444,588 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Details | ||
Accumulated amortization, Sublicense Agreement | $ 112,500 | $ 37,500 |
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 16,500,000 | 16,500,000 |
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 | 750,000,000 |
Common Stock, Shares, Outstanding | 180,936,608 | 159,556,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Details | |||
Revenues | $ 130,916 | $ 0 | $ 9,139 |
Cost of goods sold | 19,394 | 0 | 7,155 |
Gross profit | 111,522 | 0 | 1,984 |
Operating expenses: | |||
General and administrative | 2,023,379 | 173,247 | 397,487 |
Amortization expense | 75,000 | 12,500 | 37,500 |
Depreciation expense | 7,255 | 0 | 0 |
Total operating expenses | 2,105,634 | 185,747 | 434,987 |
Other income (expense): | |||
Interest expense | (58,009) | (127,689) | (191,581) |
Total other income (expense) | (58,009) | (127,689) | (191,581) |
Net loss before income taxes | (2,052,121) | (313,436) | (624,584) |
Income taxes | 0 | 0 | 0 |
Net (loss) | $ (2,052,121) | $ (313,436) | $ (624,584) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average shares outstanding, basic and diluted | 168,759,123 | 27,240,335 | 60,024,614 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 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 | ||||
Stock issued in acquisition of assets, value | $ 140,000 | 0 | 0 | 0 | 140,000 |
Stock issued in acquisition of assets, shares | 140,000,000 | ||||
Stock issued for converted debt and interest, value | $ 15,652 | 2,019,108 | 0 | 0 | 2,034,760 |
Stock issued for converted debt and interest, shares | 15,652,000 | ||||
Private offering of common stock, value | $ 1,100 | 73,900 | 75,000 | ||
Private offering of common stock, shares | 1,100,000 | ||||
Share-based compensation, value | $ 1,600 | 177,233 | 0 | 0 | 178,833 |
Share-based compensation, shares issued | 1,600,000 | ||||
Net (loss) | $ 0 | 0 | (624,584) | 0 | (624,584) |
Equity Balance, Shares at Mar. 31, 2020 | 159,556,000 | ||||
Equity Balance at Mar. 31, 2020 | $ 159,556 | 2,414,718 | (3,601,419) | (337,339) | (1,364,484) |
Stock issued in acquisition of assets, value | $ 625 | 499,375 | 0 | 0 | 500,000 |
Stock issued in acquisition of assets, shares | 625,000 | ||||
Stock issued for converted debt and interest, value | $ 10,104 | 524,970 | 0 | 0 | 535,074 |
Stock issued for converted debt and interest, shares | 10,103,524 | ||||
Private offering of common stock, value | $ 9,289 | 2,003,211 | 0 | 0 | 2,012,500 |
Private offering of common stock, shares | 9,288,750 | ||||
Share-based compensation, value | $ 1,363 | 356,471 | 0 | 0 | 357,834 |
Share-based compensation, shares issued | 1,363,334 | ||||
Net (loss) | $ 0 | 0 | (2,052,121) | 0 | (2,052,121) |
Equity Balance, Shares at Dec. 31, 2020 | 180,936,608 | ||||
Equity Balance at Dec. 31, 2020 | $ 180,937 | $ 5,798,745 | $ (5,653,540) | $ (337,339) | $ (11,197) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Cash flows from operating activities: | |||
Net (loss) | $ (2,052,121) | $ (313,436) | $ (624,584) |
Adjustments to reconcile net loss to net cash provided by (used in) operations | |||
Stock-based compensation expense | 357,834 | 78,833 | 178,833 |
Amortization expense | 75,000 | 12,500 | 37,500 |
Depreciation expense | 7,255 | 0 | 0 |
Changes in operating assets and liabilities | |||
Inventory | (180,929) | 0 | (5,873) |
Accounts payable | 47,721 | 47,863 | 44,925 |
Accrued interest payable | 52,411 | 127,689 | 191,580 |
Contract liabilities | (32,000) | 0 | 32,000 |
Other, net | 0 | 0 | (44,925) |
Net cash flows used in operating activities | (1,724,829) | (46,551) | (190,544) |
Cash flows from investing activities: | |||
Additions to sublicense agreement | 0 | (145,151) | (155,075) |
Additions to property and equipment | (106,740) | 0 | 0 |
Net cash flows used in investing activities | (106,740) | (145,151) | (155,075) |
Cash flows from financing activities: | |||
Issuance of notes payable | 422,000 | 315,500 | 315,500 |
Payments of notes payable | (150,000) | 0 | 0 |
Private offering of common stock | 2,012,500 | 0 | 75,000 |
Equity subscription payable | (90,000) | 0 | 90,000 |
Net cash flows provided by financing activities | 2,194,500 | 315,500 | 480,500 |
Net increase in cash and cash equivalents | 362,931 | 123,798 | 134,881 |
Cash and cash equivalents at beginning of period | 136,215 | 1,334 | 1,334 |
Cash and cash equivalents at end of period | 499,146 | 125,132 | 136,215 |
Supplemental cash flow data: | |||
Cash paid for interest | 5,599 | 0 | 0 |
Cash paid for income taxes | 0 | 0 | 0 |
Non-Cash activities: | |||
Convertible notes and interest converted to common stock | (535,074) | (2,034,760) | (2,034,760) |
Accounts payable for addition to sublicense agreement | 0 | 54,849 | 44,925 |
For aquisition of equipment | |||
Non-Cash activities: | |||
Stock issued, non-cash | 500,000 | 0 | 0 |
For execution of sublicense agreement | |||
Non-Cash activities: | |||
Stock issued, non-cash | $ 0 | $ 140,000 | $ 140,000 |
General Organization and Busine
General Organization and Business | Dec. 31, 2020 |
Notes | |
General Organization and Business | NOTE 1. General Organization and Business The Company Rapid Therapeutic Science Laboratories, Inc. (“we”, “our” or the “Company”) was incorporated in the State of Nevada on February 22, 2013, originally under the name of PowerMedChairs. On June 2, 2017, the Company changed its name to Holly Brothers Pictures, Inc. On February 1, 2018, the Company acquired 100% of the equity interests in Power Blockchain, LLC (“Power Blockchain”) through an exchange agreement in a transaction that resulted in the transition to a planned new business of mining crypto-currency. Effective November 15, 2019, the Company exited from that business and adopted a new business strategy focused on developing potential commercial opportunities which will involve the rapid application of therapeutics using inhaler technology that the Company has sublicensed from a third party as a result of the execution of a sublicense agreement with the sublicensor on that date (see Note 4). In conjunction with the adoption of the new business strategy, the Company changed its name to Rapid Therapeutic Science Laboratories, Inc., effective January 13, 2020. At that time, the Company also commenced online sales of its inhaler products. Impact of COVID-19 Pandemic on Consolidated Financial Statements. The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread has severely impacted the U.S. and world economies. Decreased demand for our products caused by COVID-19 could have a material adverse effect on our results of operations. Separately, economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our products and our operating results. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | Dec. 31, 2020 |
Notes | |
Summary of Significant Accounting Policies | NOTE 2. Summary of Significant Accounting Policies Basis of Accounting and Change in Fiscal Year The basis is United States generally accepted accounting principles. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Rxoid Health Solutions, LLC and Power Blockchain, LLC, which is presently inactive. In February 2021, the Board of Directors of the Company approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s fiscal year now begins on January 1 and ends on December 31 of each year, starting on January 1, 2021. The required transition period of April 1, 2020 to December 31, 2020 is included in the consolidated financial statements. For comparative purposes, the unaudited consolidated statements of operations and cash flows for the nine months ended December 31, 2019 are also presented. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents. Inventory Inventory consists of inhalers and related products and supplies delivered to a location near the Company’s offices, and held for online sale to wholesale or retail customers. Inventory is stated at the lower of weighted average cost or market. Property and Equipment Property and equipment, consisting of office furniture and fixtures, laboratory equipment and leasehold improvements, is depreciated on a straight-line basis over their useful lives ranging from two to five years. Intangible Assets The Company amortizes the costs of any renewable license or sub-license agreements over the contractual terms of such renewable agreements. For any license or sub-license agreements which do not require any renewal payments to be made, the Company performs periodic assessments in order to determine whether there has been any impairment in the carrying value of such intangible assets (see Note 4). Revenue Recognition The Company has had only a limited number of revenue transactions since January 2020. We account for revenue from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The unit of account in Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided at a point in time or over a period of time. Topic 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. Earnings per Share The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity. The Company has not issued any options, warrants or similar securities that are presently exercisable. Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. A valuation allowance is provided for the amount of deferred assets that, based on available evidence, are not expected to be realized. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. 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 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 2020 and March 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1 based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2 Level 3 Subsequent Events Management has evaluated any subsequent events occurring in the period from December 31, 2020 through the date the financial statements were issued, to determine if disclosure in this report is warranted (see Note 14). |
Going Concern Disclosure
Going Concern Disclosure | Dec. 31, 2020 |
Notes | |
Going Concern Disclosure | NOTE 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 $5,653,540 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 | Dec. 31, 2020 |
Notes | |
Intangible Assets Disclosure | NOTE 4. Intangible Assets Effective November 15, 2019, the Company entered into a sublicense agreement with Texas MDI, Inc., a Texas corporation, which is controlled by Donal R. Schmidt, Jr., the Chief Executive Officer and Director of the Company (“TMDI”), whereby the Company acquired a sublicense from TMDI to use certain technology regarding metered dose inhalers (MDI) that TMDI has licensed from EM3 Methodologies, LLC (“EM3”) and the right to use the Rxoid TM Effective February 9, 2021 (but not before), both the TMDI Agreement and the EM3 Exclusive License were effectively terminated by mutual agreement of all parties and EM3 agreed to provide the Company with a royalty-free, perpetual license to use the Desirick Procedure or any derivation thereof and its application and use on an exclusive basis in the states of Texas, California, Florida and Nevada (subject to pre-existing licensing rights which have been provided by EM3 in such jurisdictions), and on a non-exclusive basis throughout the rest of the world. During the term of the TMDI Agreement, the Company was required to advance payments to TMDI that TMDI was required to make to EM3, pursuant to the EM3 Exclusive License Agreement. The Company’s obligation to make such advancements to TMDI was conditioned upon TMDI providing the Company with an advance notice requesting such payments, along with an accounting showing the calculations for such payments. Accordingly, the Company had an obligation to advance TMDI an amount of $200,000 as a license fee covering the first two years of the TMDI Agreement and to pay an additional $200,000 each 2 years thereafter (unless at least 100,000 MDI consumables are purchased from EM3 for use in such states during the preceding year). The Company had partially satisfied this obligation by making an equipment purchase on behalf of TMDI in the amount of $135,000, and had agreed to pay the remaining license fee of $65,000 in cash within a 24-month period (for which, the Company had recorded a liability of $44,925 for the unpaid portion of this amount in accounts payable as of December 31, 2020). The Company had recorded the entire $200,000 license fee as an intangible asset and was amortizing such expense on a straight-line basis over a 24-month period (of which, $75,000 was amortized in the nine-month transition period ended December 31, 2020). |
Asset Acquisition Disclosure
Asset Acquisition Disclosure | Dec. 31, 2020 |
Notes | |
Asset Acquisition Disclosure | NOTE 5. Asset Acquisition On November 16, 2020, the Company closed an Asset Purchase and Sales Agreement with Razor Jacket, LLC (“Razor Jacket”), an Oregon based supplier of isolate and related products and its owners, with an effective date of November 1, 2020 (the “RJ Agreement”). Pursuant to the terms of the RJ Agreement, the Company purchased the intellectual property owned by Razor Jacket and the related equipment owned by the two members of Razor Jacket for a total purchase price of: (a) $300,000 in cash, paid at closing; (b) 625,000 shares of restricted common stock, issued at closing; and (c) the right for the sellers to earn up to 16,500,000 shares of Series A of preferred stock of the Company, which will be convertible into common stock on a one-for-one basis, subject to certain conditions. In conjunction with the closing of the acquisition, the acquired equipment is being readied for installation in the Company’s facilities near Dallas, Texas, where it is to be utilized in the extraction of isolates from raw hemp using proprietary know-how developed by Razor Jacket for use by the Company either as a component of its inhaler products or for sale directly to third party customers. The Company has accounted for this transaction as an acquisition of assets, pursuant to the provisions of ASC 805-50. Accordingly, the Company has accounted for each component of the purchase price as follows: · · · Razor Jacket was originally formed in July 2019 for the sole purpose of researching techniques for the extraction of isolates from raw hemp using proprietary know-how developed by the two members and not for the purpose of generating revenues from the sale of products or services on a commercial scale. We have not presented any pro forma disclosures relating to this acquisition in the notes to our financial statements for the nine-month transition period ended December 31, 2020, because the transaction is deemed an asset acquisition. |
Property and Equipment Disclosu
Property and Equipment Disclosure | Dec. 31, 2020 |
Notes | |
Property and Equipment Disclosure | NOTE 6. Property and Equipment As of December 31, 2020, and March 31, 2020, the Company had the following balances of property and equipment: December 31, 2020 March 31, 2020 Equipment purchased from Razor Jacket, LLC in November 2020, stored in a warehouse in Oregon, and awaiting shipment and installation in the Company's facilities in Dallas, Texas $ 500,000 $ - Equipment located in the Company's facilities in Dallas, Texas 104,240 - Leasehold improvements in the Company's facilities in Dallas, Texas 2,500 - Total property and equipment 606,740 - Less: Accumulated depreciation (7,255) - Net property and equipment $ 599,485 $ - The Company presently anticipates that the equipment purchased from Razor Jacket, LLC will be transported and installed, either in the Company’s existing leased facilities or in newly leased facilities, in Dallas, Texas, in the second quarter of 2021. |
Notes Payable Disclosure
Notes Payable Disclosure | Dec. 31, 2020 |
Notes | |
Notes Payable Disclosure | NOTE 7. Notes Payable As of December 31, 2020, and March 31, 2020, the Company had the following note payable obligations: December 31, 2020 March 31, 2020 Promissory note issued to an accredited investor on November 10, 2020, accruing interest at 5% per annum, due on January 10, 2021, along with lending fee of 20,000 shares of common stock $ 300,000 $ - Convertible promissory notes issued to two accredited investors on November 15, 2019, maturing in 1 to 5 years, accruing interest at 5% per annum, convertible into common stock at $0.05 per share. 150,000 300,000 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. 351,933 756,535 Convertible notes issued to an accredited investor in three tranches from June to August 2020, net of unamortized debt discount of $43,306 (see further discussion below) 46,694 - Total notes payable $ 1,013,867 $ 1,221,775 Future maturities of notes payable as of December 31, 2020 are as follows: Year ending December 31, 2021 $ 698,627 Year ending December 31, 2022 - Year ending December 31, 2023 165,240 Year ending December 31, 2024 150,000 Year ending December 31, 2025 - $ 1,013,867 During the nine-month transition period ended December 31, 2020, the Company reached the necessary milestone to trigger the conversion of certain notes payable issued to the holders on various dates in 2018 and 2019, as amended, in the total principal amount of $732,835 into shares of the Company’s common stock, subject to a 4.99% ownership limitation for each beneficial owner of such notes. In conjunction with this conversion, holders of notes in the principal amount of $404,601, plus an additional accrued interest amount of $96,536, converted their notes into 10,022,749 shares of common stock effective as of August 31, 2020. As of December 31, 2020, notes in the amount of $328,234, plus accrued interest in the amount of $92,575, remain outstanding and are available to be subsequently converted into 8,416,180 shares of common stock, subject to the ownership limitation (see Note 8). During the nine-month transition period ended December 31, 2020, the Company entered into three identical Securities Purchase Agreements with an accredited investor (the “Buyer”) with respect to Convertible Promissory Notes (the “Notes”) issued by the Company to the Buyer in the total amount of $125,000. The Notes have a maturity date of one year after the date of each issuance and bear interest at a rate of 12% per annum, which is not due until maturity. At the option of the Buyer, the Notes may be converted into shares of the Company’s common stock, beginning one hundred eighty (180) days following the date of each issuance. Under this option, the conversion price is equal to a discount of 42% of 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 a 4.99% beneficial ownership limitation in connection with such conversion right under the note. The Company determined that the conversion feature of the Notes required the recognition of a derivative liability upon each issuance. Accordingly, the Company calculated the fair value of these derivative liabilities, using the Black Scholes model, and has recognized a derivative liability for each Note in that amount offset by a debt discount. The Company is amortizing the debt discount on a straight-line basis over the one year term of each of these Notes. On December 30, 2020, the Buyer elected to exercise the conversion option on $35,000 of principal of the first Note resulting in the issuance of 80,775 shares of common stock to the Buyer. 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 | Dec. 31, 2020 |
Notes | |
Stockholders' Equity Disclosure | NOTE 8. 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 nine-month transition period ended December 31, 2020, the Company reached the necessary milestone to trigger the conversion of certain notes payable issued to the holders on various dates in 2018 and 2019, as amended, in the total principal amount of $732,835 into shares of the Company’s common stock, subject to a 4.99% ownership limitation for each beneficial owner of such notes. In conjunction with this conversion, holders of notes in the principal amount of $404,601, plus an additional accrued interest amount of $96,536, converted their notes into 10,022,749 shares of common stock effective as of August 31, 2020. As of December 31, 2020, notes in the amount of $328,234, plus accrued interest in the amount of $92,575, remain outstanding and are available to be subsequently converted into 8,416,180 shares of common stock, subject to the ownership limitation (see Note 7). During the nine-month period ended December 31, 2020, the Company entered into private stock subscription agreements with various accredited investors whereby it sold them a total of 6,648,750 shares of restricted common stock at offering prices of $0.25 to $0.50 per share, resulting in gross proceeds to the Company of $1,922,500. On October 15, 2020, the Company entered into a private stock subscription agreement with an accredited investor whereby the Company agreed to sell the investor 2,640,000 shares of restricted common stock and 6,000,000 “out of the money” common stock purchase warrants, in exchange for a cash payment to the Company in the amount of $100,000, and the performance of certain other obligations. Based on previous negotiations between the Company and the investor prior to the execution of this agreement, the investor had made a provisional payment of $90,000, which was reflected by the Company as a liability as of March 31, 2020. Upon execution of the agreement, the investor paid the remaining $10,000 to the Company. The resale of the shares held by the purchaser is subject to a lock-up agreement. Additionally, the Company awarded 1,363,334 shares of restricted common stock to a total of 12 consultants during the nine-month transition period ended December 31, 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 $340,834. Also, the Company recognized non-cash compensation expense as a result of a stock-based lender fee incurred in conjunction with a promissory note agreement entered into in November 2020 in the amount of $17,000 (see Note 7). In March 2018, the Board approved the establishment of a new 2018 Stock Option Plan with an authorization for the issuance of up to 20,000,000 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 granted warrants under the plan, but none were exercised to date. On December 29, 2020, the Board of Directors adopted, subject to the ratification by the majority shareholders, which ratification occurred pursuant to a majority stockholder consent, effective on December 30, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2020 Plan is the sum of (i) 25,000,000 shares, and (ii) an annual increase on March 1st of each calendar year, beginning in 2022 and ending in 2030, in each case subject to the approval of the Board of Directors or the compensation committee of the Company (if any) on or prior to the applicable date, equal to the lesser of (A) five percent (5%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year; (B) twenty-five million (25,000,000) shares of common stock; and (C) such smaller number of shares as determined by the Board of Directors or compensation committee of the of the Company (if any)(the “Share Limit”), also known as an “evergreen” provision. Notwithstanding the foregoing, shares added to the Share Limit are available for issuance as incentive stock options only to the extent that making such shares available for issuance as incentive stock options would not cause any incentive stock option to cease to qualify as such. In the event that the Board of Directors or the compensation committee (if any) does not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable date provided for under the plan, the Share Limit remains at its then current level. Notwithstanding the above, no more than 250,000,000 incentive stock options may be granted pursuant to the terms of the 2020 Plan. The 2020 Plan will provide an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors in its discretion shall deem relevant. |
Related Party Transactions Disc
Related Party Transactions Disclosure | Dec. 31, 2020 |
Notes | |
Related Party Transactions Disclosure | NOTE 9. Related Party Transactions Office services have been provided without charge by an officer and director (Donal R. Schmidt, Jr.). 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. |
Provision for Income Taxes, Dis
Provision for Income Taxes, Disclosure | Dec. 31, 2020 |
Notes | |
Provision for Income Taxes, Disclosure | NOTE 10. Provision for Income Taxes The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. For the nine months ended December 31, 2020, the Company had net operating loss carry forwards of approximately $1,694,300, after taking certain non-deductible items into account, as compared to $445,700 for the year ended March 31, 2020. Such net operating loss carry forwards may be available to reduce future years’ taxable income, however, any future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined as not likely to occur. Accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Net operating losses will begin to expire in 2030. Components of net deferred tax assets, including a valuation allowance, are as follows as of December 31, 2020 and March 31, 2020: December 31, 2020 March 31, 2020 Deferred tax assets Net operating loss carryforward $ 355,800 $ 93,600 Total deferred assets 355,800 93,600 Valuation allowance (355,800) (93,600) Net deferred tax assets $ - $ - The cumulative valuation allowance for deferred tax assets for the nine months ended December 31, 2020 was $(602,000), as compared to $(246,200), for the year ending March 31, 2020. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2020. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: Nine Months Ended December 31, 2020 Year Ended March 31, 2020 U.S. federal statutory tax rate 21.0% 21.0% Valuation allowance (21.0)% (21.0)% Net effective tax rate 0% 0% At December 31, 2020, we had an unused net operating loss carryover approximating $2,867,000, after taking certain non-deductible items into account, that is available to offset future taxable income which expires beginning 2038. The availability of such net operating loss carryover to be offset against any future taxable income is significantly limited as a result of a change of control transaction that occurred in November 2019. All prior tax years remain open currently. |
Commitments and Contingencies,
Commitments and Contingencies, Disclosure | Dec. 31, 2020 |
Notes | |
Commitments and Contingencies, Disclosure | NOTE 11. Commitments and Contingencies In addition to the related party office arrangement disclosed in Note 9, the Company entered into a third party lease agreement in April 2020 covering 4,327 square feet of laboratory and office space in a building located approximately three miles from the Company’s main office. Under the terms of the lease agreement, which is set to expire on December 31, 2021, the Company made monthly rental payments at a reduced rate from April 2020 to July 2020 and at the full monthly rate of $9,500 since August 2020. The Company is accounting for this lease agreement in accordance with the provisions of ASC 842, “Leases”, which it adopted effective April 1, 2020, including the practical expedients. Since the Company has no long term leases, the adoption did not have an impact on the Company’s financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements, Disclosure | Dec. 31, 2020 |
Notes | |
Recent Accounting Pronouncements, Disclosure | NOTE 12. Recent Accounting Pronouncements The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these consolidated financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. |
Litigation, Disclosure
Litigation, Disclosure | Dec. 31, 2020 |
Notes | |
Litigation, Disclosure | NOTE 13. Litigation From time to time in the ordinary course of our business, we 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 | Dec. 31, 2020 |
Notes | |
Subsequent Events | NOTE 14. 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 January 2021, the Company entered into private stock subscription agreements with [three] separate accredited investors whereby the Company sold a total of 1,325,000 shares to these investors at an offering price of $0.40 per share, resulting in gross proceeds to the Company of $530,000. On January 11, 2021, we entered into an Employment Agreement with Duane Drinkwine, Ph.D., effective February 1, 2021 (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Drinkwine agreed to serve as the Chief Science Officer of the Company, a non-executive position. Effective February 9, 2021, the Company, TMDI and EM3 mutually agreed to terminate both the TMDI Agreement and the EM3 Exclusive License and to provide the Company with a royalty-free, perpetual license to use the Desirick Procedure or any derivation thereof and its application and use on an exclusive basis in the states of Texas, California, Florida and Nevada (subject to pre-existing licensing rights which have been provided by EM3 in such jurisdictions), and on a non-exclusive basis throughout the rest of the world (see Note 4). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Basis of Accounting Policy (Policies) | Dec. 31, 2020 |
Policies | |
Basis of Accounting Policy | Basis of Accounting and Change in Fiscal Year The basis is United States generally accepted accounting principles. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Rxoid Health Solutions, LLC and Power Blockchain, LLC, which is presently inactive. In February 2021, the Board of Directors of the Company approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s fiscal year now begins on January 1 and ends on December 31 of each year, starting on January 1, 2021. The required transition period of April 1, 2020 to December 31, 2020 is included in the consolidated financial statements. For comparative purposes, the unaudited consolidated statements of operations and cash flows for the nine months ended December 31, 2019 are also presented. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Principles of Consolidation, Policy | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | Dec. 31, 2020 |
Policies | |
Cash and Cash Equivalents Policy | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies: Inventory, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Inventory, Policy | Inventory Inventory consists of inhalers and related products and supplies delivered to a location near the Company’s offices, and held for online sale to wholesale or retail customers. Inventory is stated at the lower of weighted average cost or market. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies: Property and Equipment, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Property and Equipment, Policy | Property and Equipment Property and equipment, consisting of office furniture and fixtures, laboratory equipment and leasehold improvements, is depreciated on a straight-line basis over their useful lives ranging from two to five years. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Intangible Assets, Policy | Intangible Assets The Company amortizes the costs of any renewable license or sub-license agreements over the contractual terms of such renewable agreements. For any license or sub-license agreements which do not require any renewal payments to be made, the Company performs periodic assessments in order to determine whether there has been any impairment in the carrying value of such intangible assets (see Note 4). |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Revenue Recognition, Policy | Revenue Recognition The Company has had only a limited number of revenue transactions since January 2020. We account for revenue from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The unit of account in Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided at a point in time or over a period of time. Topic 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies: Earnings per share, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Earnings per share, Policy | Earnings per Share The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity. The Company has not issued any options, warrants or similar securities that are presently exercisable. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies: Income Taxes, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Income Taxes, Policy | Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. A valuation allowance is provided for the amount of deferred assets that, based on available evidence, are not expected to be realized. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Use of Estimates, Policy | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. 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_12
Summary of Significant Accounting Policies: Fair value of financial instruments, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Fair value of financial instruments, Policy | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 2020 and March 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1 based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2 Level 3 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies: Subsequent Events, Policy (Policies) | Dec. 31, 2020 |
Policies | |
Subsequent Events, Policy | Subsequent Events Management has evaluated any subsequent events occurring in the period from December 31, 2020 through the date the financial statements were issued, to determine if disclosure in this report is warranted (see Note 14). |
Property and Equipment Disclo_2
Property and Equipment Disclosure: Schedule of Property and Equipment Balances (Tables) | Dec. 31, 2020 |
Tables/Schedules | |
Schedule of Property and Equipment Balances | December 31, 2020 March 31, 2020 Equipment purchased from Razor Jacket, LLC in November 2020, stored in a warehouse in Oregon, and awaiting shipment and installation in the Company's facilities in Dallas, Texas $ 500,000 $ - Equipment located in the Company's facilities in Dallas, Texas 104,240 - Leasehold improvements in the Company's facilities in Dallas, Texas 2,500 - Total property and equipment 606,740 - Less: Accumulated depreciation (7,255) - Net property and equipment $ 599,485 $ - |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of long-term debt obligations (Tables) | Dec. 31, 2020 |
Tables/Schedules | |
Schedule of long-term debt obligations | December 31, 2020 March 31, 2020 Promissory note issued to an accredited investor on November 10, 2020, accruing interest at 5% per annum, due on January 10, 2021, along with lending fee of 20,000 shares of common stock $ 300,000 $ - Convertible promissory notes issued to two accredited investors on November 15, 2019, maturing in 1 to 5 years, accruing interest at 5% per annum, convertible into common stock at $0.05 per share. 150,000 300,000 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. 351,933 756,535 Convertible notes issued to an accredited investor in three tranches from June to August 2020, net of unamortized debt discount of $43,306 (see further discussion below) 46,694 - Total notes payable $ 1,013,867 $ 1,221,775 |
Notes Payable Disclosure_ Futur
Notes Payable Disclosure: Future maturities of notes payable (Tables) | Dec. 31, 2020 |
Tables/Schedules | |
Future maturities of notes payable | Year ending December 31, 2021 $ 698,627 Year ending December 31, 2022 - Year ending December 31, 2023 165,240 Year ending December 31, 2024 150,000 Year ending December 31, 2025 - $ 1,013,867 |
Provision for Income Taxes, D_2
Provision for Income Taxes, Disclosure: Components of net deferred tax assets, including a valuation allowance (Tables) | Dec. 31, 2020 |
Tables/Schedules | |
Components of net deferred tax assets, including a valuation allowance | December 31, 2020 March 31, 2020 Deferred tax assets Net operating loss carryforward $ 355,800 $ 93,600 Total deferred assets 355,800 93,600 Valuation allowance (355,800) (93,600) Net deferred tax assets $ - $ - |
Provision for Income Taxes, D_3
Provision for Income Taxes, Disclosure: Sources and tax effects of the differences (Tables) | Dec. 31, 2020 |
Tables/Schedules | |
Sources and tax effects of the differences | Nine Months Ended December 31, 2020 Year Ended March 31, 2020 U.S. federal statutory tax rate 21.0% 21.0% Valuation allowance (21.0)% (21.0)% Net effective tax rate 0% 0% |
Going Concern Disclosure (Detai
Going Concern Disclosure (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Details | ||
Accumulated deficit | $ 5,653,540 | $ 3,601,419 |
Intangible Assets Disclosure (D
Intangible Assets Disclosure (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Stock issued in acquisition of assets, value | $ 500,000 | $ 140,000 | |
Accounts payable, net | 112,298 | 64,577 | |
Amortization expense | 75,000 | $ 12,500 | $ 37,500 |
Sublicense agreement with Texas MDI | |||
Stock issued in acquisition of assets, shares | 140,000,000 | ||
Stock issued in acquisition of assets, value | $ 140,000 | ||
Additions to sublicense agreement | 135,000 | ||
Accounts payable, net | 44,925 | ||
Sublicense agreement, gross | 200,000 | ||
Amortization expense | $ 75,000 |
Asset Acquisition Disclosure (D
Asset Acquisition Disclosure (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
General and administrative | $ 2,023,379 | $ 173,247 | $ 397,487 |
Asset Purchase and Sales Agreement with Razor Jacket, Cash Paid | |||
General and administrative | $ 300,000 | ||
Asset Purchase and Sales Agreement with Razor Jacket, Stock Issued | |||
Stock issued in acquisition of assets, shares | 625,000 | ||
Asset Purchase and Sales Agreement with Razor Jacket, Stock Value | |||
Stock issued, non-cash | $ 500,000 |
Property and Equipment Disclo_3
Property and Equipment Disclosure: Schedule of Property and Equipment Balances (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Property and equipment, gross | $ 606,740 | $ 0 |
Accumulated depreciation | (7,255) | 0 |
Net property and equipment | 599,485 | 0 |
Equipment purchased from Razor Jacket | ||
Property and equipment, gross | 500,000 | 0 |
Equipment located in the Company's facilities | ||
Property and equipment, gross | 104,240 | 0 |
Leasehold improvements in the Company's facilities | ||
Property and equipment, gross | $ 2,500 | $ 0 |
Notes Payable Disclosure_ Sch_2
Notes Payable Disclosure: Schedule of long-term debt obligations (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Convertible notes payable - related party | $ 315,240 | $ 315,240 |
Total notes payable | 1,013,867 | 1,221,775 |
Promissory note issued to an accredited investor with stock | ||
Convertible notes payable - related party | 300,000 | |
Promissory notes with two accredited investors | ||
Convertible notes payable - related party | 150,000 | 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 | 351,933 | $ 756,535 |
Convertible promissory notes issued to accredited investors | ||
Convertible notes payable - related party | $ 46,694 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Stock issued for converted debt and interest, value | $ 535,074 | $ 2,034,760 | |
Accrued interest payable | 354,659 | 400,720 | |
Issuance of notes payable | 422,000 | $ 315,500 | 315,500 |
Amount of debt converted | 535,074 | $ 2,034,760 | $ 2,034,760 |
Stock issued for conversion of notes payable, shares | 15,652,000 | ||
Amount of principal debt converted | |||
Stock issued for converted debt and interest, value | 404,601 | ||
Amount of accrued interest converted | |||
Stock issued for converted debt and interest, value | $ 96,536 | ||
Various notes in 2018 and 2019 | |||
Stock issued for converted debt and interest, shares | 10,022,749 | ||
Convertible debt, current | $ 328,234 | ||
Accrued interest payable | 92,575 | ||
Securities Purchase Agreements Notes | |||
Stock issued for converted debt and interest, value | $ 35,000 | ||
Stock issued for converted debt and interest, shares | 80,775 | ||
Promissory notes with two accredited investors | |||
Issuance of notes payable | $ 300,000 |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Stock issued for converted debt and interest, value | $ 535,074 | $ 2,034,760 | ||
Accrued interest payable | 354,659 | $ 354,659 | 400,720 | |
Private offering of common stock, shares | 1,325,000 | |||
Private offering of common stock, value | $ 530,000 | 2,012,500 | 75,000 | |
Share-based compensation, value | $ 357,834 | $ 178,833 | ||
private stock subscription agreements with various accredited investors | ||||
Private offering of common stock, shares | 6,648,750 | |||
Private offering of common stock, value | $ 1,922,500 | |||
private stock subscription agreement with an accredited investor | ||||
Private offering of common stock, shares | 2,640,000 | |||
Private offering of common stock, value | $ 90,000 | |||
Warrants issued, shares | 6,000,000 | |||
Twelve consultants as compensation for services | ||||
Share-based compensation, shares issued | 1,363,334 | |||
Share-based compensation, value | $ 340,834 | |||
2018 Stock Option Plan | ||||
Common stock authorized under Stock Option Plan | 20,000,000 | 20,000,000 | ||
2020 Equity Incentive Plan | ||||
Common stock authorized under Stock Option Plan | 250,000,000 | 250,000,000 | ||
Amount of principal debt converted | ||||
Stock issued for converted debt and interest, value | $ 404,601 | |||
Amount of accrued interest converted | ||||
Stock issued for converted debt and interest, value | $ 96,536 | |||
Various notes in 2018 and 2019 | ||||
Stock issued for converted debt and interest, shares | 10,022,749 | |||
Convertible debt, current | $ 328,234 | $ 328,234 | ||
Accrued interest payable | $ 92,575 | $ 92,575 |
Provision for Income Taxes, D_4
Provision for Income Taxes, Disclosure (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Details | ||
Net operating loss carry forwards | $ 1,694,300 | $ 445,700 |
Provision for Income Taxes, D_5
Provision for Income Taxes, Disclosure: Components of net deferred tax assets, including a valuation allowance (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Details | ||
Net operating loss carry forward for deferred tax assets | $ 355,800 | $ 93,600 |
Total deferred assets | 355,800 | 93,600 |
Valuation allowance | (355,800) | (93,600) |
Net deferred tax assets | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Details | |||
Private offering of common stock, shares | 1,325,000 | ||
Private offering of common stock, value | $ 530,000 | $ 2,012,500 | $ 75,000 |