Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-55348 | |
Entity Registrant Name | Palayan Resources, Inc. | |
Entity Central Index Key | 0001612851 | |
Entity Tax Identification Number | 83-4575865 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 850 Teague Trail | |
Entity Address, Address Line Two | #580 | |
Entity Address, City or Town | Lady Lake | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32159 | |
City Area Code | 407 | |
Local Phone Number | 536-9422 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | PLYN | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 35,973,557 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 298 | $ 98,889 |
Total current assets | 298 | 98,889 |
Equipment, net | 678 | 866 |
Total Assets | 976 | 99,755 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 29,900 | 5,168 |
Note payable – related party | 25,000 | 25,000 |
Convertible note payable – non-related party, net of debt discount | 121,502 | 0 |
Derivative liabilities | 245,382 | 0 |
Due to related party | 20,500 | 0 |
Total current liabilities | 442,284 | 30,168 |
Long-term liabilities: | ||
Convertible note payable – non-related party, net of debt discount | 0 | 34,116 |
Derivative liabilities | 0 | 322,285 |
Total long-term liabilities | 0 | 356,401 |
Total Liabilities | 442,284 | 386,569 |
Commitments and contingencies | 0 | 0 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 35,973,557 and 34,376,758 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively | 35,974 | 34,377 |
Common stock to be issued, none and 201,451 at September 30, 2021 and March 31, 2021, respectively | 0 | 201 |
Additional paid-in capital | 392,234 | 388,049 |
Accumulated deficit | (872,016) | (711,941) |
Total Stockholders' Deficit | (441,308) | (286,814) |
Total Liabilities and Stockholders’ Deficit | 976 | 99,755 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized | 2,500 | 2,500 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
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 | 35,973,557 | 34,376,758 |
Common stock, shares outstanding | 35,973,557 | 34,376,758 |
Common stock, shares to be issued | 0 | 201,451 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,500,000 | 2,500,000 |
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Selling and marketing expense | $ 329 | $ 5,116 | $ 768 | $ 5,116 |
General and administrative expense | 68,701 | 108,494 | 141,829 | 169,204 |
Total operating expense | 69,030 | 113,610 | 142,597 | 174,320 |
Operating loss | (69,030) | (113,610) | (142,597) | (174,320) |
Other income (expense): | ||||
Interest expense | (6,599) | (2,823) | (11,785) | (3,859) |
Derivative income | 91,068 | 0 | 76,903 | 0 |
Debt discount amortization | (41,914) | 0 | (82,596) | 0 |
Total other income (expense) | 42,555 | (2,823) | (17,478) | (3,859) |
Loss before provision for income taxes | (26,475) | (116,433) | (160,075) | (178,179) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (26,475) | $ (116,433) | $ (160,075) | $ (178,179) |
Weighted average shares basic and diluted | 35,973,557 | 34,376,649 | 35,851,559 | 32,713,807 |
Weighted average basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ (0.01) |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - 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] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 30,020 | $ 13,019 | $ (251,437) | $ (208,398) | ||||
Beginning Balance, shares at Mar. 31, 2020 | 30,020,000 | |||||||
Common stock issued for services | $ 347 | 1,040 | 1,387 | |||||
Common stock issued for services, shares | 346,758 | |||||||
Common Stock issued as deposit for acquisition | $ 4,000 | 12,000 | 16,000 | |||||
Common Stock issued as deposit for acquisition, shares | 4,000,000 | |||||||
Net loss | (61,746) | (61,746) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 34,367 | 26,059 | (313,183) | (252,757) | ||||
Ending Balance, shares at Jun. 30, 2020 | 34,366,758 | |||||||
Beginning balance, value at Mar. 31, 2020 | $ 30,020 | 13,019 | (251,437) | (208,398) | ||||
Beginning Balance, shares at Mar. 31, 2020 | 30,020,000 | |||||||
Net loss | (178,179) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 34,377 | 49,481 | (429,616) | (345,758) | ||||
Ending Balance, shares at Sep. 30, 2020 | 34,376,758 | |||||||
Beginning balance, value at Jun. 30, 2020 | $ 34,367 | 26,059 | (313,183) | (252,757) | ||||
Beginning Balance, shares at Jun. 30, 2020 | 34,366,758 | |||||||
Sale of common shares | $ 10 | 4,990 | 5,000 | |||||
Sale of common shares, shares | 10,000 | |||||||
Beneficial conversion feature | 18,432 | 18,432 | ||||||
Net loss | (116,433) | (116,433) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 34,377 | 49,481 | (429,616) | (345,758) | ||||
Ending Balance, shares at Sep. 30, 2020 | 34,376,758 | |||||||
Beginning balance, value at Mar. 31, 2021 | $ 2,500 | $ 34,377 | $ 201 | 388,049 | (711,941) | (286,814) | ||
Beginning Balance, shares at Mar. 31, 2021 | 2,500,000 | 34,376,758 | 201,451 | |||||
Common stock issued for services | $ 1,597 | $ (201) | 4,185 | 5,581 | ||||
Common stock issued for services, shares | 1,596,799 | (201,451) | ||||||
Net loss | (133,600) | (133,600) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 2,500 | $ 35,974 | 392,234 | (845,541) | (414,833) | |||
Ending Balance, shares at Jun. 30, 2021 | 2,500,000 | 35,973,557 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 2,500 | $ 34,377 | $ 201 | 388,049 | (711,941) | (286,814) | ||
Beginning Balance, shares at Mar. 31, 2021 | 2,500,000 | 34,376,758 | 201,451 | |||||
Net loss | (160,075) | |||||||
Ending balance, value at Sep. 30, 2021 | $ 2,500 | $ 35,974 | 392,234 | (872,016) | (441,308) | |||
Ending Balance, shares at Sep. 30, 2021 | 2,500,000 | 35,973,557 | ||||||
Beginning balance, value at Jun. 30, 2021 | $ 2,500 | $ 35,974 | 392,234 | (845,541) | (414,833) | |||
Beginning Balance, shares at Jun. 30, 2021 | 2,500,000 | 35,973,557 | ||||||
Net loss | (26,475) | (26,475) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 2,500 | $ 35,974 | $ 392,234 | $ (872,016) | $ (441,308) | |||
Ending Balance, shares at Sep. 30, 2021 | 2,500,000 | 35,973,557 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (160,075) | $ (178,179) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Value of shares issued as acquisition deposit | 0 | 16,000 |
Shares issued for services | 5,581 | 1,388 |
Derivative income | (76,903) | 0 |
Depreciation and amortization | 188 | 1,929 |
Debt discount amortization | 82,596 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 29,522 | 32,734 |
Due to related parties | 20,500 | 22,499 |
Net cash used in operating activities | (98,591) | (103,629) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | (1,123) |
Net cash used in investing activities | 0 | (1,123) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 0 | 5,000 |
Proceeds from issuance of notes payable – non-related parties | 0 | 80,000 |
Proceeds from issuance of notes payable – related party | 0 | 25,600 |
Net cash provided by financing activities | 0 | 110,600 |
Net change in cash | (98,591) | 5,848 |
Cash, beginning of period | 98,889 | 77 |
Cash, end of period | 298 | 5,925 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Taxes | 0 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Beneficial conversion feature | $ 0 | $ 18,432 |
Organization History and Busine
Organization History and Business | 6 Months Ended |
Sep. 30, 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. 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 and one (1) patented mining claim, all of which are located in Nye County in the State of Nevada (the “Venture”). 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. On May 10, 2021, we issued a press release stating our Company was changing its market focus as our management recognizes that our Company needs to move in a new direction and will pursue acquisition opportunities that can benefit private companies through our Company’s public status. The benefit to our Company and its shareholders will be built on acquisitions based on growth and revenue of targeted acquisitions. We will be restructured as a holding company seeking transactions on a managed basis, acquiring controlling interest in acquisition targets as subsidiaries of our Company. Using a holding company strategy, we will be able to mitigate risk while making multiple acquisitions. All targeted acquisitions must be audited or auditable. We will make either majority or minority investments in companies that meet its investment criteria. As a holding company, we will not manufacture anything, sell any products or services, or conduct any other business operations. Our purpose is to hold the controlling stock or membership interests in other companies. Our Company is taking an agnostic approach regarding industry, in almost every contemplated acquisition, we will retain the management team of the acquired company. The subsidiary’s own management will run the day-to-day business, as this retention of management post transaction will maintain operational continuity. Our Company’s management will be responsible for overseeing how the subsidiaries are run and assisting their management as needed. Our Company is seeking opportunities in mature private companies that are in transition or growth mode. We have begun sourcing opportunities through a number of third-party organizations. Transactions will be subject to industry standard due-diligence requirements. Of course, no two acquisitions are the same, so the due diligence process will vary from one situation to the next. In general, however, there are up to five types of due diligence; (i) Business; (ii) Accounting; (iii) Legal; (iv) Valuation and (v) Environmental, that will need to be completed as part of the process for any proposed transaction. 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 | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on July 12, 2021. The results of operations for the three and six months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year. Going Concern Considerations The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States, 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 $ 872,016 1,050,000 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. 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 September 30, 2021 and March 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued liabilities. 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. 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 recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements. |
SMG-Gold Acquisition
SMG-Gold Acquisition | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [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 these 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 15,000 4,000,000 4,000,000 16,000 Bulat never received any cash obligations owed to him, except for the $15,000 paid by us in July 2020. As such, Bulat did not transfer the participation interests in Altyn Kokus LLP to SMG-Gold. As a result, the transaction contemplated by the Exchange Agreement was deemed to be incomplete. Accordingly, on November 18, 2020, our Board of Directors 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. Because of our Board’s decision to rescind the Exchange Agreement, during the three months ended December 31, 2020, we recorded a General and Administrative expense totaling $ 31,000 15,000 16,000 4,000,000 |
Equipment, net
Equipment, net | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Equipment, net | 4. Equipment, net As of September 30, 2021, equipment consists of a laptop computer. Depreciation is being calculated on a straight-line basis over a three-year period and was $ 95 188 no |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions Due to related party consists of the following at September 30, 2021 and March 31, 2021: Schedule of due to related party September 30, 2021 March 31, Amount owed for working capital advances (1) $ 1,500 $ – Amount owed for CEO services under Executive Employment Agreement (2) 19,000 – Total $ 20,500 $ – (1) From time to time, we have received advances from certain of our large stockholders, which we reported on our Balance Sheets under the caption Due to related parties. The advances bear no interest and are repayable on demand. (2) 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”). During the six months ended September 30, 2021 and 2020, we expensed $60,000 and $45,000, respectively, for the services of Mr. Jenkins. |
Notes Payable
Notes Payable | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes payable consists of the following at September 30, 2021 and March 31, 2021: Schedule of notes payable September 30, 2021 March 31, Non-Related Parties: Advances under unsecured credit line agreement $ 260,000 $ 260,000 Less debt discount on amounts borrowed (138,498 ) (225,884 ) Subtotal – non-related parties 121,502 34,116 Less current portion (121,502 ) – Long-term portion $ – $ 34,116 Related Party: Unsecured promissory note 25,000 25,000 Subtotal – related party 25,000 25,000 Less current portion (25,000 ) (25,000 ) Long-term portion $ – – NON-RELATED PARTIES 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 8 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 in accordance with the provisions of the advances. See Note 7. We are amortizing the debt discount on a straight-line basis over the term of the advances. For the three and six months ended September 30, 2021, we recorded amortization of debt discount of $ 41,914 82,596 Other 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 10 1.00 18,432 1,716 During the six months ended September 30, 2020, we issued two (2) notes payable to non-related parties totaling $ 30,000 10 RELATED PARTY Unsecured Promissory Note On March 16, 2021, we issued an unsecured promissory note to one of our large stockholders in the amount of $ 25,000 10 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 7. Derivative Liabilities As stated in Note 6, Notes Payable, we determined that the advances under the unsecured credit line agreement 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 each 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 three and six months ended September 30, 2021: Schedule of derivative liability activity Initial measurement of advances $ 264,203 Derivative expense 58,082 Balance at March 31, 2021 322,285 Derivative expense 14,165 Balance at June 30, 2021 336,450 Derivative income (91,068 ) Balance at September 30, 2021 $ 245,382 The fair value of the derivative features of the convertible notes were calculated using the following assumptions: Schedule of assumptions used to calculate derivative features of convertible notes Six Months Ended September 30, 2021 Expected term in years Through 7/31/22 Risk-free interest rate 0.07% to 0.09% Annual expected volatility 195% to 201% Dividend yield 0.00% Risk-free interest rate: Volatility: Dividend yield: Remaining term: |
Capital Stock
Capital Stock | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Capital Stock | 8. 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 preferred stock. Preferred Stock We are authorized to issue 100,000,000 0.001 Series A Preferred Stock 5,000,000 15 2,500,000 Series B Preferred Stock 5,000,000 10 No Series C Preferred Stock 5,000,000 30 No Common Stock We are authorized to issue 500,000,000 0.001 During the six months ended September 30, 2021, we issued 201,451 1,395,348 |
Services Agreement
Services Agreement | 6 Months Ended |
Sep. 30, 2021 | |
Services Agreement | |
Services Agreement | 9. Services Agreement On April 16, 2021, we entered into a Services Agreement with Cicero Transact Group, Inc. Under the Agreement, Cicero has agreed to rebuild our website and social media sites and help identify and introduce potential acquisition targets to our Company. Once an acquisition is completed, Cicero has agreed to provide, at their sole discretion, any number of post-acquisition services listed in the Agreement. As consideration for the services, we issued Cicero 1,395,348 5,581 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on July 12, 2021. The results of operations for the three and six months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year. |
Going Concern Considerations | Going Concern Considerations The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States, 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 $ 872,016 1,050,000 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. |
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 September 30, 2021 and March 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued liabilities. 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. |
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 recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of due to related party | Schedule of due to related party September 30, 2021 March 31, Amount owed for working capital advances (1) $ 1,500 $ – Amount owed for CEO services under Executive Employment Agreement (2) 19,000 – Total $ 20,500 $ – |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable September 30, 2021 March 31, Non-Related Parties: Advances under unsecured credit line agreement $ 260,000 $ 260,000 Less debt discount on amounts borrowed (138,498 ) (225,884 ) Subtotal – non-related parties 121,502 34,116 Less current portion (121,502 ) – Long-term portion $ – $ 34,116 Related Party: Unsecured promissory note 25,000 25,000 Subtotal – related party 25,000 25,000 Less current portion (25,000 ) (25,000 ) Long-term portion $ – – |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liability activity | Schedule of derivative liability activity Initial measurement of advances $ 264,203 Derivative expense 58,082 Balance at March 31, 2021 322,285 Derivative expense 14,165 Balance at June 30, 2021 336,450 Derivative income (91,068 ) Balance at September 30, 2021 $ 245,382 |
Schedule of assumptions used to calculate derivative features of convertible notes | Schedule of assumptions used to calculate derivative features of convertible notes Six Months Ended September 30, 2021 Expected term in years Through 7/31/22 Risk-free interest rate 0.07% to 0.09% Annual expected volatility 195% to 201% Dividend yield 0.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 04, 2020 |
Line of Credit Facility [Line Items] | |||
Accumulated deficit | $ 872,016 | $ 711,941 | |
Mambagone [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility | $ 1,050,000 |
SMG-Gold Acquisition (Details N
SMG-Gold Acquisition (Details Narrative) - USD ($) | Jun. 08, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 01, 2020 |
Business Acquisition [Line Items] | ||||||||
Stock issued as deposit for acquisition | $ 16,000 | $ 16,000 | ||||||
General and administrative expense | $ 68,701 | 31,000 | $ 108,494 | $ 141,829 | $ 169,204 | |||
Bulat [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisition | $ 15,000 | |||||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | |||||||
SMG-Gold B.V. [Member] | Bulat [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration payable | $ 750,000 | |||||||
Cash paid for acquisition | $ 15,000 | |||||||
Stock issued as deposit for acquisition (in shares) | 4,000,000 | 4,000,000 | ||||||
Stock issued as deposit for acquisition | $ 16,000 |
Equipment, net (Details Narrati
Equipment, net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 95 | $ 0 | $ 188 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Total | $ 20,500 | $ 0 | |
Large Stockholders [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | 1,500 | 0 |
C 2 C Business Strategies [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | $ 19,000 | $ 0 |
[1] | From time to time, we have received advances from certain of our large stockholders, which we reported on our Balance Sheets under the caption Due to related parties. The advances bear no interest and are repayable on demand. | ||
[2] | 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”). During the six months ended September 30, 2021 and 2020, we expensed $60,000 and $45,000, respectively, for the services of Mr. Jenkins. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Debt Disclosure [Abstract] | ||
Advances under unsecured credit line agreement | $ 260,000 | $ 260,000 |
Less debt discount on amounts borrowed | 138,498 | 225,884 |
Subtotal – non-related parties | 121,502 | 34,116 |
Less current portion | (121,502) | 0 |
Long-term portion | 0 | 34,116 |
Unsecured promissory note | 25,000 | 25,000 |
Subtotal – related party | 25,000 | 25,000 |
Less current portion | (25,000) | (25,000) |
Long-term portion | $ 0 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 16, 2020 | Jul. 24, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 16, 2021 | Dec. 04, 2020 |
Line of Credit Facility [Line Items] | ||||||||
Amortization expense | $ 41,914 | $ 0 | $ 82,596 | $ 0 | ||||
Beneficial conversion feature | $ 18,432 | |||||||
Unsecured Debt [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amortization expense | 1,716 | |||||||
Unsecured convertible promissory note | $ 50,000 | |||||||
Interest rate | 10.00% | |||||||
Convertible per share | $ 1 | |||||||
Beneficial conversion feature | $ 18,432 | |||||||
Proceeds from issuance of note payable - related party | $ 30,000 | |||||||
Unsecured Debt [Member] | Principal Owner [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from issuance of note payable - related party | $ 25,000 | |||||||
Mambagone [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit | $ 1,050,000 | |||||||
Mambagone [Member] | Unsecured Credit Line Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit | $ 1,050,000 | |||||||
Interest rate | 10.00% | 8.00% | ||||||
Amortization expense | $ 41,914 | $ 82,596 | ||||||
Convertible debt, percentage of closing price | 10.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details - derivative liability) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Initial measurement of advances | $ 264,203 | ||
Derivative expense | $ 14,165 | 58,082 | |
Derivative Liability at beginning | $ 336,450 | 322,285 | |
Derivative income | (91,068) | ||
Derivative Liability at end | $ 245,382 | $ 336,450 | $ 322,285 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details - Fair value of derivative features) | 6 Months Ended |
Sep. 30, 2021 | |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | Through 7/31/22 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.07% to 0.09% |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 195% to 201% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.00% |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - $ / shares | 6 Months Ended | ||
Sep. 30, 2021 | Apr. 16, 2021 | Mar. 31, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred 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, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares to be issued | 0 | 1,395,348 | 201,451 |
Vender [Member] | |||
Class of Stock [Line Items] | |||
Stock issued for services | 201,451 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Shares of common stock issued for each convertible share | 15 | ||
Preferred stock, shares issued | 2,500,000 | 2,500,000 | |
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Shares of common stock issued for each convertible share | 10 | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Shares of common stock issued for each convertible share | 30 | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Services Agreement (Details Nar
Services Agreement (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 30, 2021 | Sep. 30, 2021 | Apr. 16, 2021 | Mar. 31, 2021 | |
Services Agreement | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 1,395,348 | 201,451 | |
Value of restricted stock | $ 5,581 |