Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 29, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Palayan Resources, Inc. | ||
Entity Central Index Key | 0001612851 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 000-55348 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 33,345,180 | ||
Entity Common Stock, Shares Outstanding | 34,376,758 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets: | ||
Cash | $ 98,889 | $ 77 |
Total current assets | 98,889 | 77 |
Equipment, net | 866 | |
Total Assets | 99,755 | 77 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 5,168 | 6,645 |
Notes payable | 38,000 | |
Notes payable - related party | 25,000 | |
Due to related parties | 163,830 | |
Total current liabilities | 30,168 | 208,475 |
Long-term liabilities: | ||
Convertible note payable - non-related party, net of debt discount | 34,116 | |
Derivative liabilities | 322,285 | |
Total long-term liabilities | 356,401 | |
Total Liabilities | 386,569 | 208,475 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 34,376,758 and 30,020,000 shares issued and outstanding at March 31, 2021 and 2020, respectively | 34,377 | 30,020 |
Common stock to be issued, 201,451 and none at March 31, 2021 and 2020, respectively | 201 | |
Additional paid-in capital | 388,049 | 13,019 |
Accumulated deficit | (711,941) | (251,437) |
Total Stockholders' Deficit | (286,814) | (208,398) |
Total Liabilities and Stockholders' Deficit | 99,755 | 77 |
Preferred Stock - Series A [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 2,500 | |
Total Stockholders' Deficit | 2,500 | |
Preferred Stock - Series B [Member] | ||
Stockholders' deficit: | ||
Preferred stock | ||
Total Stockholders' Deficit | ||
Preferred Stock - Series C [Member] | ||
Stockholders' deficit: | ||
Preferred stock | ||
Total Stockholders' Deficit |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 34,376,758 | 30,020,000 |
Common stock, shares outstanding | 34,376,758 | 30,020,000 |
Common stock, shares to be issued | 201,451 | 0 |
Preferred Stock - Series A [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,500,000 | 0 |
Preferred stock, shares outstanding | 2,500,000 | 0 |
Preferred Stock - Series B [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock - Series C [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Selling and marketing expense | $ 7,750 | |
General and administrative expense | 433,903 | $ 68,870 |
Total operating expense | 441,653 | 68,870 |
Operating loss | (441,653) | (68,870) |
Other income (expense): | ||
Interest expense | (12,741) | (1,280) |
Derivative expense | (58,082) | |
Debt discount amortization | (74,319) | (3,039) |
Gain on extinguishment of debt | 126,291 | |
Total other income (expense) | (18,851) | (4,319) |
Loss before provision for income taxes | (460,504) | (73,189) |
Provision for income taxes | ||
Net loss | $ (460,504) | $ (73,189) |
Weighted average shares basic and diluted | 33,543,005 | 30,000,329 |
Weighted average basic and diluted loss per common share | $ (0.01) | $ 0 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Preferred Stock - Series A [Member] | Preferred Stock - Series B [Member] | Preferred Stock - Series C [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Mar. 31, 2019 | $ 30,000 | $ (178,248) | $ (148,248) | |||||
Beginning balance (in shares) at Mar. 31, 2019 | 30,000,000 | |||||||
Stock issued for settlement of debt | $ 20 | $ 9,980 | 10,000 | |||||
Stock issued for settlement of debt (in shares) | 20,000 | |||||||
Beneficial conversion feature | 3,039 | 3,039 | ||||||
Net loss | (73,189) | (73,189) | ||||||
Ending balance at Mar. 31, 2020 | $ 30,020 | 13,019 | (251,437) | (208,398) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 30,020,000 | |||||||
Stock issued as deposit for acquisition | $ 4,000 | 12,000 | 16,000 | |||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | |||||||
Sale of stock | $ 10 | 4,990 | 5,000 | |||||
Sale of stock (in shares) | 10,000 | |||||||
Beneficial conversion feature | 36,000 | 36,000 | ||||||
Preferred stock issued for services | $ 2,500 | 147,500 | 150,000 | |||||
Preferred stock issued for services (in shares) | 2,500,000 | |||||||
Common stock issued or issuable for services | $ 347 | $ 201 | 1,645 | 2,193 | ||||
Common stock issued or issuable for services (in shares) | 346,758 | 201,451 | ||||||
Extinguishment of related party debt | 172,895 | 172,895 | ||||||
Net loss | (460,504) | (460,504) | ||||||
Ending balance at Mar. 31, 2021 | $ 2,500 | $ 34,377 | $ 201 | $ 388,049 | $ (711,941) | $ (286,814) | ||
Ending balance (in shares) at Mar. 31, 2021 | 2,500,000 | 34,376,758 | 201,451 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (460,504) | $ (73,189) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Value of shares issued as acquisition deposit | 16,000 | |
Shares issued for services | 152,193 | |
Gain on extinguishment of debt | (126,291) | |
Derivative expense | 58,082 | |
Depreciation | 258 | |
Debt discount amortization | 74,319 | 3,039 |
Expenses paid by related parties | 2,250 | |
Expenses paid on behalf of our Company | 8,114 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 7,683 | 461 |
Due to related parties | (17,405) | 27,405 |
Net cash used in operating activities | (295,665) | (31,920) |
Cash flows from investing activities: | ||
Capital expenditures | (1,123) | |
Net cash used in investing activities | (1,123) | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 5,000 | |
Proceeds from issuance of convertible notes payable | 2,925 | |
Proceeds from issuance of notes payable - non-related parties | 340,000 | 30,000 |
Proceeds from issuance of note payable - related party | 50,600 | |
Repayment of convertible notes payable | (3,039) | |
Net cash provided by financing activities | 395,600 | 29,886 |
Net change in cash | 98,812 | (2,034) |
Cash, beginning of period | 77 | 2,111 |
Cash, end of period | 98,889 | 77 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Supplemental disclosures of non-cash investing and financing activities: | ||
Beneficial conversion feature | 36,000 | 3,039 |
Stock issuance for services by related party | $ 10,000 | |
Extinguishment of related party debt | $ 172,895 |
Organization History and Busine
Organization History and Business | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization History and Business | 1. Organization History and Business Organization and Business We were incorporated in the State of Nevada on July 26, 2013 and are a mineral exploration and production company engaged in the exploration, acquisition, and development of mineral properties. On April 2, 2020, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Scythian Mining Group Ltd. (“SMG”), a United Kingdom company, to acquire 100% interest in SMG-Gold B.V. (“SMG-Gold”), a Dutch limited liability company (the “SMG-Gold Acquisition”). While the Exchange Agreement was closed on July 7, 2020, it was never finalized because consideration for the transaction was never fully exchanged. On November 18, 2020, our Board of Directors voted unanimously to rescind the transaction and return the SMG-Gold shares to SMG. See Note 3 for additional information. As reported in our Form 8-K filed January 13, 2020, on January 8, 2021, we entered into a Joint Venture Agreement (the “JV Agreement”) with Provenance Gold Corporation, a Canadian publicly traded company (“PAU”) to fund and develop a series of 102 lode mineral claims (the “Silver Bow Claims”) and one (1) patented mining claim (the “Blue Horse Claim”) (collectively, the Silver Bow Claims and the Blue Horse Claim shall be hereinafter referred to as the “Project”), all of which are located in Nye County in the State of Nevada (the “Venture”). On March 22, 2021, we entered into a Rescission Agreement with PAU rescinding and rendering null and void the JV Agreement, and returning any funds advanced by either party in connection with the JV Agreement. See Note 4 for additional information. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $711,941 as of March 31, 2021. Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone, S.A de C.V. (“Mambagone”) which allows for advances totaling $1,050,000, $600,000 of which are estimated for general working capital purposes and $450,000 for required payments under the JV Agreement. While we estimate that these advances will cover our general working capital needs for at least the next 12 months, that cannot be assured. As a result, there is reasonable doubt about our ability to continue as a going concern for one year from the date of this report. If our working capital needs are not met with the Mambagone Credit Line Agreement and we are unable to obtain adequate capital, we could be forced to cease operations. The continuation of our Company as a going concern is dependent upon continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. Use of Estimates The preparation of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2021 and 2020, we had no cash equivalents. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace. Derivative Financial Instruments – We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method. The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense). We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Long-lived Assets We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Income Taxes We account for income taxes in accordance with ASC 740 - Income Taxes Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. Basic and Diluted Net Loss Per Share We compute net income (loss) per share in accordance with ASC 260, Earnings per Share New Accounting Pronouncements We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements. |
SMG-Gold Acquisition
SMG-Gold Acquisition | 12 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
SMG-Gold Acquisition | 3. SMG-Gold Acquisition As stated in Note 1, on April 2, 2020, we entered into the Exchange Agreement with SMG and SMG’s wholly owned subsidiary SMG-Gold. Under the Exchange Agreement, SMG agreed to exchange one hundred percent (100%) of the issued and outstanding shares of SMG-Gold for an aggregate of 1,000,000 shares of our Series A Preferred Stock and 1,000,000 shares of our Series C Preferred Stock (the “Preferred Stock Consideration”). In November 2019, SMG-Gold had been assigned the rights and obligations of participatory interests in Altyn Kokus LLP, a limited liability partnership organized under the laws of Kazakhstan engaged in mining operations, but the assignment was not completed since the participatory interests had not been legally transferred to SMG-Gold as a result of certain payments not being made to Bulat Kulchimbayev (“Bulat”), a Kazakhstan national, in consideration for the sale of the participatory interests. On May 1, 2020, SMG-Gold and Bulat agreed to modify the obligations payable to Bulat as follows: (1) SMG-Gold would pay Bulat a total of $750,000 in US Dollars, payable at various dates through October 15, 2020 ($15,000 of which has been paid to date); and (2) in anticipation of the closing of the Exchange Agreement, SMG-Gold would provide that Palayan Resources, Inc. would issue to Bulat 4,000,000 shares of our restricted common stock. We issued the 4,000,000 shares of our common stock to Bulat on June 8, 2020 and recorded a deposit for the proposed SMG-Gold Acquisition of $16,000 based on an independent third-party valuation of the fair value of our common stock on the date of issuance. To date, Bulat has not received any cash obligations owed to him, except for the $15,000 previously paid by us, and has not transferred the participation interests in Altyn Kokus LLP to SMG-Gold. It appears highly unlikely that any additional cash obligation will be paid to Bulat and, as a result, equally unlikely that the participation interests in Altyn Kokus LLP will be transferred to SMG-Gold. As such, the transaction contemplated by the Exchange Agreement has been deemed to be incomplete. Given the uncertainty of being able to complete the transaction, on November 18, 2020, our Board of Directors called a Special Meeting in which they concluded that it was in the best interests of our Company to rescind the SMG-Gold Acquisition. As such, our Board voted unanimously to rescind the Exchange Agreement, to return the parties to their respective positions prior to entering into the Exchange Agreement, to the extent possible, to return the SMG-Gold shares to SMG, and to place a Stop Transfer Order with our transfer agent for the 4,000,000 shares of our common stock issued to Bulat. In connection with the Exchange Agreement, during the year ended March 31, 2021, we have recorded a General and Administrative expense totaling $31,000. This amount consists of the $15,000 paid in cash to Bulat plus $16,000 in value for the 4,000,000 common shares issued to Bulat, since the Stop Transfer Order has not yet been put into effect. |
PAU JV Agreement
PAU JV Agreement | 12 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
PAU JV Agreement | 4. PAU JV Agreement As stated in Note 1, on January 8, 2021, we entered into the JV Agreement with PAU to fund and develop the Silver Bow Claims and the Blue Horse Claim. Under the JV Agreement, PAU was to contribute its interest in the Project and its full-time expertise in the mining operations of the Venture, and in exchange, our Company was to fund the Venture with certain cash payments. Subsequent to the closing of the JV Agreement, both parties deemed it in their best interests not to move forward with the Venture based on various factors, including, but not limited to, financial constraints and considerations, current global economic factors, and general operational difficulties relating to the initial operations of the Venture. Accordingly, on March 22, 2021, we entered into a Rescission Agreement with PAU rescinding and rendering null and void the JV Agreement, and returning any funds advanced by either party in connection with the JV Agreement. |
Equipment, net
Equipment, net | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Equipment, net | 5. Equipment, net As of March 31, 2021, equipment consists of a laptop computer. Depreciation was calculated on a straight-line basis over a three-year period and was $258 for the year ended March 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Payable to Stockholder From time to time, we have received advances from and issued promissory notes to Joel Cortez, who at the time was a large stockholder. These advances, which are reported on our Balance Sheets under the caption Due to Related Parties, bore no interest and were repayable on demand. On January 12, 2021, Mr. Cortez executed a General Release releasing our Company from any obligation to repay amounts owed to him. No consideration was paid to Mr. Cortez for the General Release. The amount owed to Mr. Cortez at the time of his execution of the General Release (and also at March 31, 2020) was $146,425. We recorded this transaction as an extinguishment of debt - see Note 11 for further information. Employment Agreement Under an April 1, 2020 Executive Employment Agreement, amended December 2, 2020, we retained the services of Mr. James Jenkins, our CEO and Director, by and through C2C Business Strategies, LLC (formerly Irvine America MB Management, LLC) (“C2C”). The amended employment agreement calls for monthly payments to C2C for Mr. Jenkins services as follows: $7,500 through December 31, 2020; $10,000 commencing January 1, 2021; and $12,000 commencing April 1, 2021 and thereafter. In addition, Mr. Jenkins will be provided with business expense reimbursements and employee benefits, if and when offered. No employee benefits are offered at this time. During the year ended March 31, 2021, we have expensed $109,500 for the services of Mr. Jenkins and paid C2C Business Strategies LLC (formerly IAMB) a like amount. At March 31, 2021, nothing is owed for the services of Mr. Jenkins. |
Notes Payable
Notes Payable | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable Notes payable consists of the following at March 31, 2021 and 2020: March 31, 2021 March 31, Non-Related Parties: Unsecured promissory notes $ — $ 38,000 Advances under unsecured credit line agreement 260,000 — Less debt discount on amounts borrowed (225,884 ) — Subtotal — non-related parties 34,116 38,000 Less current portion — (38,000 ) Long-term portion $ 34,116 $ — Related Party: Unsecured promissory note $ 25,000 $ — Subtotal — related party 25,000 — Less current portion (25,000 ) — Long-term portion $ — $ — NON-RELATED PARTIES Unsecured Promissory Notes During our fiscal year ended March 31, 2020, we issued three unsecured promissory notes to unrelated third parties in the principal amounts aggregating $38,000. During the six months ended September 30, 2020, we issued two unsecured promissory notes to unrelated third parties in the principal amounts aggregating $30,000, bringing the total debt for these notes to $68,000. Each note contained the same terms, bearing interest at 10% per annum and being repayable on demand. On January 12, 2021, each holder of these notes executed a General Release releasing our Company from any obligation to repay amounts owed to them. No consideration was paid to the note holders for their General Release. We recorded these transactions as extinguishments of debt - see Note 11 for further information. Unsecured Convertible Promissory Notes On July 24, 2020, we issued an unsecured convertible promissory note to an unrelated third party in the principal amount of $50,000. The note bears interest at 10% per annum. The note is repayable on the earlier of (1) mandatory and automatic conversion provisions of the note or (2) the two (2) year anniversary of the note. The principal and accrued interest of this note may be converted, in whole, into shares of our common stock at the option of the note holder at any time after 30 days from the issue date. In addition, if at any time prior to maturity (a) the closing price of our common stock for five consecutive trading days equals or exceeds $2.00 per share, and (b) the daily trading volume equals or exceeds 20,000 shares during the same five consecutive trading days, then all unpaid principal and accrued interest shall be automatically converted into shares of our common stock. The conversion price for this note is $1.00 per share. We determined that this convertible note contains a beneficial conversion feature of $36,000 based on the difference between the fair market value of our common stock on the date of issuance and the conversion price. We have recorded this amount as a debt discount and are amortizing the discount on a straight-line basis over the two-year term of the note. On January 12, 2021, the holder of this note executed a General Release releasing our Company from any obligation to repay amounts owed. No consideration was paid to the note holder for the General Release. We recorded this transaction as an extinguishment of debt - see Note 11 for further information. During the year ended March 31, 2021 we recorded amortization expense of $36,000 in connection with this note. On November 29, 2019, we received $2,100 in cash and $114 in expenses paid by a convertible promissory note, which was unsecured, bears interest at 10% per annum, is due at the earlier of: (i) 90 days from the date of the note; (ii) successful close of an equity financing greater than $100,000; or (iii) an event of default, and is convertible into common shares at a conversion price of $0.001 per share. We recorded a beneficial conversion feature of $2,100, which was amortized over the expected life of the promissory note. On February 21, 2020, the convertible promissory note was repaid. During the year ended March 31, 2020, we recorded amortization expense of $2,100. On December 13, 2019, we received $825 in cash and $114 in expenses paid by a convertible promissory note, which was unsecured, bears interest at 10% per annum, and is due at the earlier of: (i) 90 days from the date of the note; (ii) successful close of an equity financing greater than $100,000; or (iii) an event of default, and is convertible into common shares at a conversion price of $0.001 per share. We recorded a beneficial conversion feature of $939, which was amortized over the expected life of the promissory note. On February 21, 2020, the convertible promissory note was repaid. During the year ended March 31, 2020, we recorded amortization expense of $939. Unsecured Credit Line Agreement Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone (“the Mambagone LOC”) under which Mambagone agreed to advance our Company a total of $1,050,000 on various dates specified in the Mambagone LOC, $600,000 of which are estimated for general working capital purposes and $450,000 for required payments under the JV Agreement. The Mambagone LOC was revised effective January 9, 2021 to reflect an updated schedule of advances. Each advance under the Mambagone LOC bears interest at 8% per annum and matures, along with all accrued and unpaid interest, on July 31, 2022. Mambagone has the right, but not the obligation, at any time, to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of our common stock. The conversion price shall be equal to seventy-five percent (75%) of the average of the closing price of our common stock during the ten (10) trading days immediately preceding the conversion date. We determined that the conversion provisions of the Mambagone LOC contain an embedded derivative feature and we valued the derivative feature separately, recording debt discount and derivative liabilities during the year ended March 31, 2021 in accordance with the provisions of the advances. See Note 8. We are amortizing the debt discount on a straight-line basis over the term of the advances. For the year ended March 31, 2021, we recorded debt discount of $264,203 and amortization of debt discount of $38,319 in relation to these advances. RELATED PARTIES Unsecured Promissory Notes On September 10, 2020, we issued an unsecured promissory note to a related third party, Mr. Cortez, in the amount of $25,600. The note bore interest at 10% per annum and was payable on demand. On January 12, 2021, Mr. Cortez executed a General Release releasing our Company from any obligation to repay amounts owed to him. No consideration was paid to Mr. Cortez for the General Release. We recorded this transaction as an extinguishment of debt - see Note 11 for further information. On March 16, 2021, we issued an unsecured promissory note to one of our large stockholders in the amount of $25,000. The note bears interest at 10% per annum and is payable on demand. No demand has been made for payments against this note. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | 8. Derivative Liabilities As stated in Note 7, Notes Payable, we determined that the advances under the unsecured credit line agreement each contained an embedded derivative feature in the form of a conversion provision which was adjustable based on future prices of our common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at the March 31, 2021 reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The following table represents our derivative liability activity for the year ended March 31, 2021: Initial measurement of advances $ 264,203 Derivative expense 58,082 Balance at March 31, 2021 $ 322,285 The fair value of the derivative features of the convertible notes were calculated using the following assumptions: March 31, 2021 Expected term in years Through 7/31/22 Risk-free interest rate 0.07% to 0.12% Annual expected volatility 332% to 362% Dividend yield 0.00% Risk-free interest rate: Volatility: Dividend yield: Remaining term: |
Capital Stock
Capital Stock | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | 9. Capital Stock On June 1, 2020, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 75,000,000 to 500,000,000 and to authorize the issuance of up to 100,000,000 shares of blank check preferred stock. Preferred Stock We are authorized to issue 100,000,000 shares of our $0.001 par value preferred stock and, as of March 31, 2021, have designated three (3) series of preferred stock whose rights are described below: Series A Preferred Stock During the year ended March 31, 2021, we issued a total of 2,500,000 Series A preferred shares to our CEO and Director. We valued the preferred shares at $150,000 based on a June 2020 independent third-party valuation of the fair value of the underlying common stock. Series B Preferred Stock Series C Preferred Stock Common Stock Issued We are authorized to issue 500,000,000 shares of our $0.001 par value common stock and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders. During the year ended March 31, 2021, the following activity took place with respect to our common stock: (1) As stated in Note 3, we issued 4,000,000 shares to Bulat at a fair value of $16,000 based on an independent third-party valuation of the fair value of our common stock on the date of issuance. (2) We issued 30,968 shares for Board of Director services rendered by two individuals. We recorded a general and administrative expense of $124 in connection with this issuance based on an independent third-party valuation of the fair value of our common stock on the date of issuance. (3) We issued 315,790 to a vendor for services and recorded a general and administrative expense of $1,263 in connection with this issuance based on an independent third-party valuation of the fair value of our common stock on the date of issuance. (4) We sold 10,000 shares in the three months ended September 30, 2020 for a total of $5,000. During the year ended March 31, 2020, we issued 20,000 shares of common stock to our CEO and President for $10,000 of accrued consulting services performed during the year. On the date of the settlement, the common stock price was $0.50 per share, resulting in no gain or loss. Common Stock To Be Issued Our agreement with the vendor in (3) above required us to issue additional shares in the event our stock price decreased from what it was at the time of the agreement. Based on a decrease in our stock price, the vendor was entitled to receive an additional 201,451 shares of our common stock as of March 31, 2021. The shares were issued in April 2021. We valued this share issuance using the same valuation as was used for the original stock issuance and recorded an additional general and administrative expense of $806 during the year ended March 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Our Company has not filed any tax returns, but we plan on bringing our tax filings current as soon as practical. We are currently not subject to state income tax filing requirements. As of March 31, 2021, we had net operating loss carry forwards, on a book basis, of approximately $685,051 that may be available to reduce various future years’ Federal taxable income for 20 years through 2041. Net operating losses may be limited resulting from previous mergers and changes in business. Future tax benefits which may arise because of these losses have not been recognized in the accompanying financial statements, as their realization is determined not likely to occur and accordingly, we have recorded a valuation allowance for the deferred tax asset relating to the net operating loss carry forwards. Net operating losses will begin to expire in 2035. The following table presents the current income tax provision for federal and state income taxes for the years ended March 31, 2021 and 2020: For the Year For the Year Current tax provisions: Federal $ — $ — State — — Total provision for income taxes $ — $ — Reconciliations of the U.S. federal statutory rate to our actual tax rate for the years ended March 31, 2021 and 2020 are as follows: 2021 2020 US federal statutory income tax rate 21.0 % 21.0 % Net gains on extinguishment of debt 5.8 % — Non-deductible expenses, net of federal benefit Derivative expense (2.7 )% Other permanent differences (3.4 )% (0.9 )% Increase in valuation allowance (20.7 )% (20.1 )% Total provision for income taxes 0.0 % 0.0 % The components of our deferred tax assets for federal and state income taxes as of March 31, 2021 and 2020 consisted of the following: 2021 2020 Current Reserves and accruals $ 2,676 $ — Non-current Net operating loss carry forwards 143,860 51,114 Less: valuation allowance (146,536 ) (51,114 ) Net deferred tax assets $ — $ — During the years ended March 31, 2021 and 2020, the valuation reserve increased $95,422 and $14,732, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all 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, as of March 31, 2021, that it was more likely than not the deferred tax assets would not be realized. |
Debt Mitigation
Debt Mitigation | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Mitigation | 11. Debt Mitigation On January 12, 2021, certain creditors agreed to cancel the amounts owed to them through the execution of a general release. The following table reflects the creditors, types of debt and amounts cancelled. Principal Accrued NON-RELATED PARTIES Unsecured promissory notes – non-related party $ 68,000 $ 5,935 Unsecured convertible promissory note – non-related party 50,000 2,356 $ 118,000 $ 8,291 RELATED PARTIES Due to related party $ 146,425 $ — Unsecured promissory note – related party 25,600 870 $ 172,025 $ 870 Our Company paid no consideration to these creditors in exchange for the cancellation of their debts. In connection with the non-related party cancellations, we recorded a gain on extinguishment of debt in the amount of $126,291 in the year ended March 31, 2021. With regard to the related party debt cancellations, we recorded an increase to additional paid-in capital of $172,895. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). |
Going Concern Considerations | Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $711,941 as of March 31, 2021. Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone, S.A de C.V. (“Mambagone”) which allows for advances totaling $1,050,000, $600,000 of which are estimated for general working capital purposes and $450,000 for required payments under the JV Agreement. While we estimate that these advances will cover our general working capital needs for at least the next 12 months, that cannot be assured. As a result, there is reasonable doubt about our ability to continue as a going concern for one year from the date of this report. If our working capital needs are not met with the Mambagone Credit Line Agreement and we are unable to obtain adequate capital, we could be forced to cease operations. The continuation of our Company as a going concern is dependent upon continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2021 and 2020, we had no cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace. Derivative Financial Instruments – We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method. The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense). We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. |
Long-lived Assets | Long-lived Assets We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740 - Income Taxes Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share We compute net income (loss) per share in accordance with ASC 260, Earnings per Share |
New Accounting Pronouncements | New Accounting Pronouncements We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consists of the following at March 31, 2021 and 2020: March 31, 2021 March 31, Non-Related Parties: Unsecured promissory notes $ — $ 38,000 Advances under unsecured credit line agreement 260,000 — Less debt discount on amounts borrowed (225,884 ) — Subtotal — non-related parties 34,116 38,000 Less current portion — (38,000 ) Long-term portion $ 34,116 $ — Related Party: Unsecured promissory note $ 25,000 $ — Subtotal — related party 25,000 — Less current portion (25,000 ) — Long-term portion $ — $ — |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Derivative Liability [Abstract] | |
Schedule of derivative liability activity | The following table represents our derivative liability activity for the year ended March 31, 2021: Initial measurement of advances $ 264,203 Derivative expense 58,082 Balance at March 31, 2021 $ 322,285 |
Schedule of assumptions used to calculate derivative features of convertible notes | The fair value of the derivative features of the convertible notes were calculated using the following assumptions: March 31, 2021 Expected term in years Through 7/31/22 Risk-free interest rate 0.07% to 0.12% Annual expected volatility 332% to 362% Dividend yield 0.00% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | The following table presents the current income tax provision for federal and state income taxes for the years ended March 31, 2021 and 2020: For the Year For the Year Current tax provisions: Federal $ — $ — State — — Total provision for income taxes $ — $ — |
Schedule of reconciliation of federal statutory rate to actual tax rate | Reconciliations of the U.S. federal statutory rate to our actual tax rate for the years ended March 31, 2021 and 2020 are as follows: 2021 2020 US federal statutory income tax rate 21.0 % 21.0 % Net gains on extinguishment of debt 5.8 % — Non-deductible expenses, net of federal benefit Derivative expense (2.7 )% Other permanent differences (3.4 )% (0.9 )% Increase in valuation allowance (20.7 )% (20.1 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of deferred tax assets | The components of our deferred tax assets for federal and state income taxes as of March 31, 2021 and 2020 consisted of the following: 2021 2020 Current Reserves and accruals $ 2,676 $ — Non-current Net operating loss carry forwards 143,860 51,114 Less: valuation allowance (146,536 ) (51,114 ) Net deferred tax assets $ — $ — |
Debt Mitigation (Tables)
Debt Mitigation (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt mitigation | On January 12, 2021, certain creditors agreed to cancel the amounts owed to them through the execution of a general release. The following table reflects the creditors, types of debt and amounts cancelled. Principal Accrued NON-RELATED PARTIES Unsecured promissory notes – non-related party $ 68,000 $ 5,935 Unsecured convertible promissory note – non-related party 50,000 2,356 $ 118,000 $ 8,291 RELATED PARTIES Due to related party $ 146,425 $ — Unsecured promissory note – related party 25,600 870 $ 172,025 $ 870 |
Organization History and Busi_2
Organization History and Business (Details Narrative) - N | Jan. 08, 2021 | Mar. 31, 2021 | Apr. 02, 2020 |
Entity Incorporation, State or Country Code | NV | ||
Entity Incorporation, Date of Incorporation | Jul. 26, 2013 | ||
SMG-Gold B.V. [Member] | |||
Ownership percentage under rescinded agreement | 100.00% | ||
JV Agreement [Member] | |||
Number of lode mineral claims | 102 | ||
Number of patented mining claims | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 04, 2020 | Mar. 31, 2020 |
Accumulated deficit | $ (711,941) | $ (251,437) | |
Mambagone [Member] | Unsecured Credit Line Agreement [Member] | |||
Amount agreed to advance | $ 1,050,000 | ||
Advance amount for general working capital purposes | 600,000 | ||
Advance amount for required payments under JV Agreement | $ 450,000 |
SMG-Gold Acquisition (Details N
SMG-Gold Acquisition (Details Narrative) - USD ($) | Nov. 18, 2020 | Jun. 08, 2020 | Apr. 02, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | May 01, 2020 |
Stock issued as deposit for acquisition | $ 16,000 | |||||
General and administrative expense | 433,903 | $ 68,870 | ||||
Bulat [Member] | ||||||
Consideration paid | 15,000 | |||||
Stock issued as deposit for acquisition | $ 16,000 | |||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | |||||
General and administrative expense | $ 31,000 | |||||
SMG-Gold B.V. [Member] | ||||||
Ownership percentage under rescinded agreement | 100.00% | |||||
SMG-Gold B.V. [Member] | Bulat [Member] | ||||||
Consideration payable | $ 750,000 | |||||
Consideration paid | 15,000 | |||||
Stock issued as deposit for acquisition | $ 16,000 | $ 16,000 | ||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | 4,000,000 | ||||
Stop Transfer Order issued (in shares) | 4,000,000 | |||||
SMG-Gold B.V. [Member] | Preferred Stock - Series A [Member] | ||||||
Shares issued in acquisition (in shares) | 1,000,000 | |||||
SMG-Gold B.V. [Member] | Preferred Stock - Series C [Member] | ||||||
Shares issued in acquisition (in shares) | 1,000,000 |
Equipment, net (Details Narrati
Equipment, net (Details Narrative) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation | $ 258 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Due to related parties | $ 163,830 | ||||
Joel Cortez [Member] | |||||
Due to related parties | $ 146,425 | ||||
C2C Business Strategies, LLC [Member] | |||||
Due to related parties | $ 0 | $ 0 | |||
Monthly payments under employment agreement | $ 10,000 | $ 7,500 | |||
Compensation expense | $ 109,500 | ||||
C2C Business Strategies, LLC [Member] | Subsequent Event [Member] | |||||
Monthly payments under employment agreement | $ 12,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Advances under unsecured credit line agreement | $ 260,000 | |
Less debt discount | (225,884) | |
Subtotal - non-related parties | 34,116 | $ 38,000 |
Less current portion | (38,000) | |
Long-term portion | 34,116 | |
Related party promissory note | 25,000 | |
Less current portion | (25,000) | |
Unsecured Promissory Notes [Member] | ||
Non-related parties promissory notes | $ 38,000 | |
Related party promissory note | $ 25,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Dec. 04, 2020USD ($)d | Sep. 10, 2020USD ($) | Jul. 24, 2020USD ($)d$ / sharesshares | Mar. 16, 2020USD ($) | Dec. 13, 2019USD ($)$ / shares | Nov. 29, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)N | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($)N |
Proceeds from issuance of notes payable - non-related parties | $ 340,000 | $ 30,000 | |||||||
Proceeds from issuance of note payable - related party | 50,600 | ||||||||
Beneficial conversion feature | 36,000 | 3,039 | |||||||
Amortization of debt discount | 74,319 | $ 3,039 | |||||||
Unsecured Promissory Notes [Member] | |||||||||
Number of promissory notes issued | N | 2 | 3 | |||||||
Proceeds from issuance of notes payable - non-related parties | $ 30,000 | $ 38,000 | |||||||
Notes payable - non-related parties | $ 68,000 | ||||||||
Interest rate | 10.00% | 10.00% | |||||||
Unsecured Promissory Notes [Member] | Joel Cortez [Member] | |||||||||
Proceeds from issuance of note payable - related party | $ 25,600 | ||||||||
Interest rate | 10.00% | ||||||||
Unsecured Promissory Notes [Member] | Large Stockholder [Member] | |||||||||
Proceeds from issuance of note payable - related party | $ 25,600 | ||||||||
Interest rate | 10.00% | ||||||||
Unsecured Convertible Promissory Note [Member] | |||||||||
Proceeds from issuance of notes payable - non-related parties | $ 50,000 | $ 825 | $ 2,100 | ||||||
Expenses from issuance of notes payable | $ 114 | $ 114 | |||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||
Convertible debt, threshold consecutive trading days | d | 5 | ||||||||
Convertible debt, stock price trigger | $ / shares | $ 2 | ||||||||
Convertible debt, daily stock trading volume trigger | shares | 20,000 | ||||||||
Convertible debt, equity financing amount causing debt to be due | $ 100,000 | $ 100,000 | |||||||
Debt conversion price | $ / shares | $ 1 | $ 0.001 | $ 0.001 | ||||||
Beneficial conversion feature | $ 36,000 | $ 939 | $ 2,100 | ||||||
Amortization of debt discount | 36,000 | ||||||||
Unsecured Convertible Promissory Note 1 [Member] | |||||||||
Amortization of debt discount | $ 2,100 | ||||||||
Unsecured Convertible Promissory Note 2 [Member] | |||||||||
Amortization of debt discount | $ 939 | ||||||||
Unsecured Credit Line Agreement [Member] | Mambagone [Member] | |||||||||
Interest rate | 8.00% | ||||||||
Convertible debt, threshold consecutive trading days | d | 10 | ||||||||
Convertible debt, percentage of closing price | 75.00% | ||||||||
Debt discount | 264,203 | ||||||||
Amortization of debt discount | $ 38,319 | ||||||||
Amount agreed to advance | $ 1,050,000 | ||||||||
Advance amount for general working capital purposes | 600,000 | ||||||||
Advance amount for required payments under JV Agreement | $ 450,000 | ||||||||
Maturity date | Jul. 31, 2022 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Liability [Abstract] | |
Initial measurement of advances | $ 264,203 |
Derivative expense | 58,082 |
Balance at March 31, 2021 | $ 322,285 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) | 12 Months Ended |
Mar. 31, 2021 | |
Measurement Input, Expected Term [Member] | |
Derivative liability, maturity date | Jul. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative liability, measurement input | 0.0007 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative liability, measurement input | 0.0012 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative liability, measurement input | 3.32 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative liability, measurement input | 3.62 |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative liability, measurement input | 0 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | Sep. 04, 2020 | Jun. 08, 2020USD ($)shares | Jun. 01, 2020shares | Sep. 30, 2020USD ($)shares | Mar. 31, 2021USD ($)N$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | May 31, 2020shares |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 75,000,000 | |||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Number of series of preferred stock | N | 3 | ||||||
Common stock, voting rights | each holder is entitled to one (1) vote on all matters subject to a vote of stockholders | ||||||
Stock issued as deposit for acquisition | $ | $ 16,000 | ||||||
Stock issued for services | $ | 150,000 | ||||||
Sale of common shares | $ | $ 5,000 | $ 5,000 | |||||
Sale of common shares (in shares) | 10,000 | ||||||
Common stock, shares to be issued | 201,451 | 0 | |||||
Bulat [Member] | |||||||
Stock issued as deposit for acquisition | $ | $ 16,000 | ||||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | ||||||
SMG-Gold B.V. [Member] | Bulat [Member] | |||||||
Stock issued as deposit for acquisition | $ | $ 16,000 | $ 16,000 | |||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | 4,000,000 | |||||
Directors [Member] | |||||||
Stock issued for services | $ | $ 124 | ||||||
Stock issued for services (in shares) | 30,968 | ||||||
Vendor [Member] | |||||||
Stock issued for services | $ | $ 1,263 | ||||||
Stock issued for services (in shares) | 315,790 | ||||||
Vendor [Member] | Common Stock To Be Issued [Member] | |||||||
Stock issued for services | $ | $ 806 | ||||||
CEO and President [Member] | |||||||
Stock issued for services | $ | $ 10,000 | ||||||
Stock issued for services (in shares) | 20,000 | ||||||
Share price | $ / shares | $ 0.50 | ||||||
Preferred Stock - Series A [Member] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Shares of common stock issued for each convertible share | 15 | ||||||
Preferred stock, voting rights | 20 votes for each Series A preferred share | originally designated to be 100 votes for each Series A preferred share | |||||
Preferred stock, shares issued | 2,500,000 | 0 | |||||
Preferred stock, shares outstanding | 2,500,000 | 0 | |||||
Stock issued for services | $ | $ 2,500 | ||||||
Stock issued for services (in shares) | 2,500,000 | ||||||
Preferred Stock - Series A [Member] | CEO and Director [Member] | |||||||
Stock issued for services | $ | $ 150,000 | ||||||
Stock issued for services (in shares) | 2,500,000 | ||||||
Preferred Stock - Series B [Member] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Shares of common stock issued for each convertible share | 10 | ||||||
Preferred stock, voting rights | 10 votes for each Series B preferred share | ||||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Preferred Stock - Series C [Member] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Shares of common stock issued for each convertible share | 30 | ||||||
Preferred stock, voting rights | no voting rights | ||||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Current tax provisions: | ||
Federal | ||
State | ||
Total provision for income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
US federal statutory income tax rate | 21.00% | 21.00% |
Net gains on extinguishment of debt | 5.80% | |
Non-deductible expenses, net of federal benefit | ||
Derivative expense | (2.70%) | |
Other permanent differences | (3.40%) | (0.90%) |
Increase in valuation allowance | (20.70%) | (20.10%) |
Total provision for income taxes | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Current: Reserves and accruals | $ 2,676 | |
Non-current: Net operating loss carry forwards | 143,860 | $ 51,114 |
Less: valuation allowance | (146,536) | (51,114) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 685,051 | |
Increase in valuation reserve | $ 95,422 | $ 14,732 |
Debt Mitigation (Details)
Debt Mitigation (Details) | Jan. 12, 2021USD ($) |
Non-related Parties [Member] | |
Extinguishment of Debt [Line Items] | |
Principal | $ 118,000 |
Accrued Interest | 8,291 |
Non-related Parties [Member] | Unsecured Promissory Notes [Member] | |
Extinguishment of Debt [Line Items] | |
Principal | 68,000 |
Accrued Interest | 5,935 |
Non-related Parties [Member] | Unsecured Convertible Promissory Note [Member] | |
Extinguishment of Debt [Line Items] | |
Principal | 50,000 |
Accrued Interest | 2,356 |
Related Parties [Member] | |
Extinguishment of Debt [Line Items] | |
Principal | 172,025 |
Accrued Interest | 870 |
Related Parties [Member] | Unsecured Promissory Notes [Member] | |
Extinguishment of Debt [Line Items] | |
Principal | 25,600 |
Accrued Interest | 870 |
Related Parties [Member] | Due to related party [Member] | |
Extinguishment of Debt [Line Items] | |
Principal | $ 146,425 |
Debt Mitigation (Details Narrat
Debt Mitigation (Details Narrative) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Gain on extinguishment of debt | $ 126,291 |
Extinguishment of related party debt | $ 172,895 |