Centaurus Diamond Technologies, Inc.
Balance Sheets
|
|
|
|
|
|
ASSETS
|
|
|
CURRENT
ASSETS:
|
|
|
Cash
|
$
15,151
|
$
13,155
|
Total Current
Assets
|
15,151
|
13,155
|
|
|
|
PROPERTY AND
EQUIPMENT
|
|
|
Property and
equipment
|
8,000
|
8,000
|
Accumulated
depreciation
|
(7,600
)
|
(6,000
)
|
Total
Property and Equipment, net
|
400
|
2,000
|
|
|
|
OTHER
ASSETS
|
|
|
Deposits
|
19,340
|
-
|
Autogenous
Impact Mill Technology
|
1
|
1
|
Patent
|
1
|
1
|
Total Other
Assets
|
19,342
|
2
|
Total
Assets
|
$
34,893
|
$
15,157
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
CURRENT
LIABILITIES:
|
|
|
Accounts
payable and accrued expenses
|
$
80,947
|
$
39,171
|
Note payable
- Bauta
|
12,000
|
12,000
|
Default
judgement liability
|
113,688
|
112,968
|
Advances
from stockholders
|
480,840
|
276,394
|
Total Current
Liabilities
|
687,475
|
440,533
|
Total
Liabilities
|
687,475
|
440,533
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
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STOCKHOLDERS'
DEFICIT:
|
|
|
Common
stock par value $0.001: 450,000,000 shares authorized;
|
|
226,267,623
and 220,520,623 shares issued and outstanding
|
|
|
at March 31,
2017 and March 31, 2016, respectively
|
226,267
|
220,520
|
Additional
paid-in capital
|
2,191,544
|
1,842,591
|
Stock
subscriptions accrual
|
-
|
118,100
|
Accumulated
deficit
|
(3,070,393
)
|
(2,606,587
)
|
Total
Stockholders' Deficit
|
(652,582
)
|
(425,376
)
|
Total
Liabilities and Stockholders' Deficit
|
$
34,893
|
$
15,157
|
See accompanying notes to the consolidated financial
statements.
Centaurus Diamond Technologies, Inc.
Statements of Operations
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Revenue
|
$
-
|
$
-
|
|
|
|
Operating
Expenses
|
|
|
Rent -
related party
|
30,000
|
30,000
|
General and
administrative expenses
|
430,926
|
1,788,757
|
|
|
|
Total
operating expenses
|
460,926
|
1,818,757
|
|
|
|
Loss from
Operations
|
(460,926
)
|
(1,818,757
)
|
|
|
|
Other Income
(Expense)
|
|
|
Gain on
settlement of accounts payable
|
-
|
5,241
|
Loss on
impairment of long-lived assets
|
-
|
(5,502
)
|
Loss on
default judgement
|
(720
)
|
(112,968
)
|
Change in
fair value of derivative
|
-
|
12,887
|
Amortization
of debt discount
|
-
|
(22,739
)
|
Interest
expense
|
(2,160
)
|
(7,757
)
|
|
|
|
Other income
(expense), net
|
(2,880
)
|
(130,838
)
|
|
|
|
Loss before
Income Tax
|
(463,806
)
|
(1,949,595
)
|
|
|
|
Income
Tax
|
-
|
-
|
|
|
|
Net
Loss
|
$
(463,806
)
|
$
(1,949,595
)
|
|
|
|
Net Loss per
Common Share - Basic and Diluted
|
$
(0.00
)
|
$
(0.01
)
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
- basic and
diluted
|
225,511,853
|
137,410,269
|
See accompanying notes to the consolidated financial
statements.
Centaurus Diamond Technologies, Inc.
Statement of Stockholders’ Equity (deficit)
For the Fiscal Years Ended March 31, 2017 and 2016
|
Common Stock,
$0.001 Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance, March 31,
2015
|
74,200,000
|
$
74,200
|
$
442,626
|
$
-
|
$
(656,992
)
|
$
(140,166
)
|
Issuance of stock to fulfil
stock subscriptions
|
7,103,333
|
7,103
|
204,897
|
-
|
-
|
212,000
|
Issuance of stock for payment
of accounts payable
|
231,000
|
231
|
8,869
|
-
|
-
|
9,100
|
Issuance of stock for
repayment of note payable
|
1,161,290
|
1,161
|
11,839
|
-
|
-
|
13,000
|
Issuance of stock for
repayment of SH advances
|
30,000,000
|
30,000
|
120,000
|
-
|
-
|
150,000
|
Issuance of stock for
services
|
107,825,000
|
107,825
|
1,054,360
|
-
|
-
|
1,162,185
|
Cash received for shares
issued in 2017
|
-
|
-
|
-
|
118,100
|
-
|
118,100
|
Net loss
|
-
|
-
|
-
|
-
|
(1,944,093
)
|
(1,949,595
)
|
Balance, March 31,
2016
|
220,520,623
|
220,520
|
1,842,591
|
118,100
|
(2,606,587
)
|
(425,376
)
|
Issuance of stock to fulfil
stock subscriptions
|
5,747,000
|
5,747
|
348,953
|
(118,100
)
|
-
|
236,600
|
Net loss
|
-
|
-
|
-
|
-
|
(463,806
)
|
(463,806
)
|
Balance, March 31,
2017
|
226,267,623
|
$
226,267
|
$
2,191,544
|
$
-
|
$
(3,070,393
)
|
$
(652,582
)
|
See accompanying notes to the consolidated financial
statements.
Centaurus Diamond Technologies, Inc.
Statements of Cash Flows
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|
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CASH FLOWS
FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$
(463,806
)
|
$
(1,949,595
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
|
|
Stock issued
for services
|
11,000
|
1,162,185
|
Depreciation
expense
|
1,600
|
1,600
|
Loss on
impairment of long-lived assets
|
-
|
5,502
|
Changes in
operating assets and liabilities:
|
|
|
Deposits
|
(19,340
)
|
-
|
Accounts
payable and accrued expenses
|
41,776
|
48,270
|
Default
judgement liability
|
720
|
112,968
|
Net cash
provided by (used in) operating activities
|
(428,050
)
|
(619,070
)
|
|
|
|
CASH FLOWS
FROM FINANCING ACTIVITIES:
|
|
|
Proceeds from
issuance of convertible note
|
-
|
25,000
|
Cash received
from stock subscriptions
|
225,600
|
330,100
|
Advance
received from (repaid to) stockholders
|
204,446
|
275,344
|
|
|
|
Net cash
provided by financing activities
|
430,046
|
630,444
|
|
|
|
Net change in
cash
|
1,996
|
11,374
|
|
|
|
Cash at
beginning of the reporting period
|
13,155
|
1,781
|
|
|
|
Cash at end
of the reporting period
|
$
15,151
|
$
13,155
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS INFORMATION:
|
|
|
Interest
paid
|
$
-
|
$
-
|
Income tax
paid
|
$
-
|
$
-
|
|
|
|
NON CASH
FINANCING AND INVESTING ACTIVITIES:
|
|
|
Stock issued
for acquisition of asset
|
$
-
|
$
6,150
|
Stock issued
for payment of accounts payable
|
$
-
|
$
9,100
|
Stock issued
for repayment of SH Advances
|
$
-
|
$
150,000
|
Stock issued
to reduce convertible note
|
$
-
|
$
13,000
|
Stock issued
to fulfil stock subscriptions
|
$
225,600
|
$
212,000
|
See accompanying notes to the consolidated financial
statements.
Centaurus Diamond Technologies, Inc.
March
31, 2017 and 2016
Notes to the Financial Statements
Note 1 – Organization and Operations
Centaurus Diamond Technologies, Inc. (Formerly Sweetwater
Resources, Inc.)
Sweetwater Resources, Inc. ("Sweeter") was incorporated under the
laws of the State of Nevada on July 24, 2007.
On July 9, 2012, Sweetwater amended its Articles of Incorporation
and changed its name to Centaurus Diamond Technologies, Inc.
(“Centaurus” or the
“Company”).
The
Company has not commenced principal operations and there are
various risks and uncertainties to its existence, ability to
produce revenue, etc.
Innovative Sales
Innovative Sales (“Innovative”) was incorporated on
July 27, 2001 under the laws of the State of Nevada. The Company
engages in the business of research and development of industrial
grade cultured diamonds that are chemically, optically and
physically the same as their natural counterparts.
Acquisition of Innovative Sales Treated as a Reverse
Acquisition
On June 5, 2012 (the "Closing Date"), the Company closed an asset
acquisition pursuant to the terms of the Asset Acquisition
Agreement (the "Acquisition Agreement") by and between the Company
and Innovative, whereby the Company acquired all of the assets of
Innovative consisting of a cultured diamond technology patent and
related intellectual property (the "Assets") in exchange for: (a)
43,850,000 shares (the "Consideration Shares") of Centaurus's
restricted common stock (the "Acquisition") (these shares were
issued on June 7, 2012), (b) Centaurus's assumption of certain debt
of Innovative in an amount not to exceed $100,000, (c) the
satisfaction of all of Centaurus's debts and liabilities as of the
Closing Date, and (d) Centaurus's simultaneous close on a private
placement (the "Private Placement") of Centaurus's common stock and
warrants to purchase shares of Centaurus's common stock for gross
proceeds of at least $500,000, plus the amount necessary to pay any
of Centaurus's remaining pre-closing debts, including, but not
limited to, all legal and accounting costs associated with the
preparation and filing of Centaurus's Annual Report on Form 10-K
for the fiscal year ended March 31, 2012. The shares issued
represented approximately 60.1% of the issued and outstanding
common stock immediately after the consummation of the Acquisition
Agreement.
As a result of the controlling financial interest of the former
stockholder of Innovative, for financial statement reporting
purposes, the merger between the Company and Innovative has been
treated as a reverse acquisition with Innovative deemed the
accounting acquirer and the Company deemed the accounting acquiree
under the acquisition method of accounting in accordance with
section 805-10-55 of the FASB Accounting Standards Codification.
The reverse acquisition is deemed a capital transaction and the net
assets of Innovative (the accounting acquirer) are carried forward
to the Company (the legal acquirer and the reporting entity) at
their carrying value before the acquisition. The acquisition
process utilizes the capital structure of the Company and the
assets and liabilities of Innovative which are recorded at their
historical cost. The equity of the Company is the historical equity
of Innovative retroactively restated to reflect the number of
shares issued by the Company in the transaction.
Note 2 – Summary of Significant Accounting
Policies
Critical Accounting Policies and Use of Estimates
In the opinion of Management, all adjustments necessary for a fair
statement of results for the fiscal years presented have been
included. These financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP)
generally accepted in the United States of America.
GAAP requires the Company to make estimates and judgments that
affect the reported amounts of assets. On an on-going basis, the
Company evaluates its estimates and judgments, including those
related to revenue recognition, inventories, adequacy of allowances
for doubtful accounts, valuation of long-lived assets, income
taxes, equity-based compensation, litigation and warranties. The
Company bases its estimates on historical and anticipated results
and trends and on various other assumptions that the Company
believes are reasonable under the circumstances, including
assumptions as to future events.
The policies discussed below are considered by management to be
critical to an understanding of the Company’s financial
statements. These estimates form the basis for making judgments
about the carrying values of assets and liabilities that are not
readily apparent from other sources. By their nature, estimates are
subject to an inherent degree of uncertainty. Actual results may
differ from those estimates.
Cash and Cash Equivalents
There are only cash accounts included in our cash equivalents in
these statements. For purposes of the statement of cash flows, the
Company considers all short-term securities with a maturity of
three months or less to be cash equivalents. There are no
short-term cash equivalents reported in these financial
statements.
Property and Equipment
Property and equipment are to be stated at cost less accumulated
depreciation.
Depreciation is recorded on a straight-line
basis over the estimated useful lives of the assets, which range
from three to ten years and are typically consistent with tax-basis
useful lives.
Maintenance and repairs
are charged to operations as incurred.
Revenue Recognition
The Company has generated no revenue as of the date of this
filing.
The Company will recognize product revenue, net of sales discounts,
returns and allowances, in accordance Securities and Exchange
Commission Staff Accounting Bulletin No. 104, “Revenue
Recognition” (“SAB No. 104”) and ASC 605. These
statements establish that revenue can be recognized when persuasive
evidence of an arrangement exists, delivery has occurred and all
significant contractual obligations have been satisfied, the fee is
fixed or determinable, and collection is considered
probable.
Inventory
The Company records inventory at the lower of cost or market
value.
Income Taxes
The company has net operating loss carryforwards as of March 31,
2017 totaling $3,070,393. A deferred tax benefit of approximately
$644,783 has been offset by a valuation allowance of the same
amount as its realization is not assured.
Due to the current uncertainty of realizing the benefits of the tax
NOL carry-forward, a valuation allowance equal to the tax benefits
for the deferred taxes has not been established. The full
realization of the tax benefit associated with the carry-forward
depends predominately upon the Company’s ability to generate
taxable income during future periods, which is not
assured.
Long-Lived Assets
Long-lived assets to be held and used are tested for recoverability
whenever events or changes in circumstances indicate that the
related carrying amount may not be recoverable. When required,
impairment losses on assets to be held and used are recognized
based on the fair value of the asset. Certain long-lived assets to
be disposed of by sale are reported at the lower of carrying amount
or fair value less cost to sell.
Fair Values of Financial Instruments
ASC 825 requires the Corporation to disclose estimated fair value
for its financial instruments. Fair value estimates, methods, and
assumptions are set forth as follows for the Corporation’s
financial instruments. The carrying amounts of cash, receivables,
other current assets, payables, accrued expenses and notes payable
are reported at cost but approximate fair value because of the
short maturity of those instruments.
Stock-Based Compensation
The Company accounts for employee and non-employee stock awards
under ASC 718, whereby equity instruments issued to employees for
services are recorded based on the fair value of the instrument
issued and those issued to non-employees are recorded based on the
fair value of the consideration received or the fair value of the
equity instrument, whichever is more reliably
measurable.
Effects of Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued accounting
pronouncements noting that they do not affect the financial
statements.
Per Share Computations
Basic net earnings per share are computed using the
weighted-average number of common shares outstanding. Diluted
earnings per share is computed by dividing net income by the
weighted-average number of common shares and the dilutive potential
common shares outstanding during the period. All shares were
considered anti-dilutive at March 31, 2017 and 2016.
Reclassification
Certain reclassifications have been made to conform to prior
periods’ data to the current presentation. These
reclassifications had no effect on reported income.
Fiscal Year End
The
Company elected March 31st as its fiscal year ending
date.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB
Accounting Standards Codification for the disclosure of subsequent
events. The Company will evaluate subsequent events through the
date when the financial statements were issued. Pursuant to ASU
2010-09 of the FASB Accounting Standards Codification, the Company
as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on
EDGAR.
Derivative Financial Instruments
The
Company evaluates all of its agreements to determine if such
instruments have 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
statements of operations. For stock-based derivative financial
instruments, the Company uses 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 or not net-cash settlement
of the derivative instrument could be required within 12 months of
the balance sheet date. As of March 31, 2017, the Company’s
only derivative financial instrument was an embedded conversion
feature associated with convertible promissory note due to certain
provisions that allow for a change in the conversion price based on
a percentage of the Company’s stock price at the date of
conversion.
Note 3 – Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. Since its inception,
the Company has been engaged substantially in financing activities
and developing its business plan and marketing. For the year ended
March 31, 2017, the Company incurred a net loss of $(463,806) and
the net cash flow used in operations was $(428,050) and its
accumulated net losses from inception through the period ended
March 31, 2017 is $(3,070,393), which raises substantial doubt
about the Company’s ability to continue as a going concern.
In addition, the Company’s development activities since
inception have been financially sustained through capital
contributions from shareholders.
The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the
sale of common stock or through debt financing and, ultimately, the
achievement of significant operating revenues. These financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might result from
this uncertainty.
Note 4 – Property and Equipment
The Company has acquired all of its office and field work equipment
with cash payments. The total fixed assets consist of various
equipment items and the totals are as follows:
Asset
|
|
|
Equipment
|
$
8,000
|
$
8,000
|
Accumulated
depreciation
|
(7,600
)
|
(6,000
)
|
Net
Fixed Assets
|
$
400
|
$
2,000
|
Depreciation expenses for the years ended March 31, 2017 and 2016
was $1,600 and $1,600, respectively.
Note 5 – Impairment of Long Lived Assets
During the fiscal year ended March 31, 2016, the Company performed
an analysis of the value of long-lived assets and determined the
patent, originally valued at $6,982, had been impaired by $6,981.
The related accumulated amortization of the patent at March 31,
2015 was $1,479. The Company reduced the patent by $6,981 and the
accumulated amortization by $1,479. The net of these adjustments is
$5,502, which was recorded to loss on impairment of long-lived
assets during the fiscal year ended March 31, 2016.
Note 6 – Advances from Stockholders and Related Party
Transactions
Related Parties
Related parties with whom the Company had transactions
are:
|
|
|
Related Parties
|
|
Relationship
|
Alvin
Snaper
|
|
Chairman,
CEO and majority stockholder of the Company
|
Chas
Radovich
|
|
Stockholder
of the Company
|
Leroy
Delisle
|
|
Stockholder
of the Company
|
Advances from and Stockholders
From time to time, stockholders of the Company advance funds to the
Company for working capital purposes. Those advances are unsecured,
non-interest bearing and due on demand. Below are the details of
the advances by party:
|
|
|
|
Balance
at March 31, 2015
|
75,525
|
75,525
|
151,050
|
Advances
for year ended March 31, 2016
|
152,091
|
123,253
|
275,344
|
Issuance
of shares to repay advances
|
(75,000
)
|
(75,000
)
|
(150,000
)
|
Balance
at March 31, 2016
|
152,616
|
123,778
|
276,394
|
Advances
for year ended March 31, 2017
|
115,069
|
89,377
|
204,446
|
Balance
at March 31, 2017
|
$
267,685
|
$
213,155
|
$
480,840
|
Operating Lease from Chairman and CEO
On June 5, 2012 the Company entered into a lease agreement, for
office space for its corporate office at 1000 W. Bonanza, Las
Vegas, Nevada 89106, with its Chairman and CEO, Alvin Snaper, at
$2,500 plus utilities per month on a month-to-month basis,
effective June 15, 2012. During the years ended March 31, 2017 and
2016, the Company has paid or accrued $30,000 and $30,000,
respectively, of rent.
Note 7 – Stockholders' Equity
Shares Authorized
Upon formation the total number of shares of all classes of capital
stock which the Company is authorized to issue is four hundred
fifty million (450,000,000) shares with a par value of $0.001, all
of which are designated as Common Stock.
Common Stock
Immediately
prior to the consummation of the Acquisition Agreement on June 5,
2012, the Company had 113,525,000 common shares issued and
outstanding.
Upon
consummation of the Acquisition Agreement on June 5, 2012, the then
majority stockholders of the Company surrendered 85,575,000 shares
of the Company's common stock which was cancelled upon receipt and
the Company issued 43,850,000 shares of its common stock pursuant
to the terms and conditions of the Acquisition
Agreement.
On
February 3, 2016, the Company issued 7,103,333 shares at various
values to fulfil $212,000 of stock subscriptions.
On
February 3, 2016, the Company issued 6,150,000 shares of common
stock to acquire the Autogenous Impact Mill technology from one of
its stockholders at a value of $6,150. The stockholder owned the
asset for over 20 years and the asset was fully depreciated. Assets
acquired from related parties are recorded and the seller’s
depreciated value; therefore, the Company recorded the asset at $1.
The remaining $6,149 was recorded as research and development
expenses.
On February 3, 2016, the Company issued 120,000 shares of common
stock at $0.03 per share as a payment against an accounts payable
balance.
On February 3, 2016, the Company issued 111,000 shares of common
stock at $0.0495 per share as a payment against an accounts payable
balance.
Between
September 3, 2015 and November 5, 2015, the Company issued
1,161,290 shares at an average value of $0.011 as a $13,000 payment
towards a note payable.
On June 8, 2015, the Company issued 30,000,000 shares of common
stock at $0.005 per share to pay down $150,000 of the advances from
shareholders.
On June
8, 2015, the Company issued 30,000,000 shares of common stock at
$0.005 per share for a total of $150,000 in exchange for
services.
On June
8, 2015, the Company issued 1,000,000 shares of common stock at
$0.005 per share for a total of $5,000 in exchange for website
design services.
On
February 3, 2016, the Company issued 70,675,000 shares of common
stock at $0.013 per share in exchange for $918,775 of
services.
On May
18, 2016, the Company issued 5,747,000 shares of common stock at
various values to fulfil $354,700 of stock
subscriptions.
There are 226,267,623 and 220,520,623 shares of common stock issued
as of March 31, 2017 and 2016, respectively.
Stock Subscriptions
The
Company received $225,600 and $330,100 of stock subscriptions
during the years ended March 31, 2017 and 2016, respectively. On
February 3, 2016, the Company issued 7,103,333 shares at various
values to fulfil $212,000 of the stock subscriptions. On May 18,
2016, the Company issued 5,747,000 shares at various values to
fulfil $354,700 of the stock subscriptions. The total stock
subscription balance is $(11,000) and $118,100 as of March 31, 2017
and 2016, respectively.
This is an accrual account used to capture
stock-cash timing differences while presenting information
consistent with transfer agent records.
Note 8: Convertible Promissory Notes
During
the year ended March 31, 2016, the Company issued a revolving
convertible promissory note to an investor for borrowing up to
$250,000. The Company borrowed $25,000 under this revolving
convertible promissory note during the year ended March 31, 2016 as
follows: $2,500 paid directly towards legal and document fees,
$5,500 paid directly towards interest expense and $17,000 deposited
into the Company’s bank account. The convertible promissory
note (i) are unsecured, (ii) bear interest at the rate of 5% per
annum (of which six months is guaranteed with each funding), and
(iii) are due the 45 days after the funding of the initial funding
and six months after all subsequent funding. The convertible
promissory note is convertible at any time at the option of the
investor into shares of the Company’s common stock that is
determined by dividing the amount to be converted by the lowest
trading price of the Company’s common stock during the five
days prior to conversion. If the convertible is in default, the
convertible promissory note is into shares of the Company’s
common stock that is determined by dividing the amount to be
converted by 60% the lowest trading price of the Company’s
common stock during the five days prior to conversion.
Due to
the potential adjustment in the conversion price associated with
this convertible promissory note based on the Company’s stock
price, the Company has determined that the conversion feature is
considered a derivative liability. The embedded conversion feature
was initially calculated to be $22,739 which are recorded as a
derivative liability as of the date of issuance. The derivative
liability was recorded as a debt discount to the convertible
promissory note. The debt discount is being amortized over the term
of the convertible promissory note. The Company recognized interest
expense of $22,739 during the year ended March 31, 2016 related to
the amortization of the debt discount. Also during the year ended
March 31, 2016, this revolving convertible promissory note was
cancelled and any remaining balances of the convertible note and
derivative liability were combined into a note payable. The balance
of this note payable is $12,000 as of March 31, 2017.
Note 9 – Income Tax Provision
Deferred tax assets
At March 31, 2017, the Company had net operating loss
(“NOL”) carry–forwards for Federal income tax
purposes of $3,070,393 that may be offset against future taxable
income through 2037. The carry-forwards begin to expire in the year
2027. No tax benefit has been reported with respect to these net
operating loss carry-forwards in the accompanying financial
statements because the Company believes that the realization of the
Company’s net deferred tax assets of approximately $644,783
was not considered more likely than not and accordingly, the
potential tax benefits of the net loss carry-forwards are fully
offset by a full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realization. The valuation allowance increased approximately
$95,090 and $408,259 for the reporting period ended March 31, 2017
and 2016, respectively.
Components of deferred tax assets are as follows:
|
|
|
Expected income tax
benefit from NOL carry-forwards
|
$
644,783
|
$
547,383
|
Less valuation
allowance
|
(644,783
)
|
(547,383
)
|
Deferred tax
assets, net of valuation allowance
|
$
-
|
$
-
|
Income taxes in the statements of operations
A reconciliation of the federal statutory income tax rate and the
effective income tax rate as a percentage of income before income
taxes is as follows:
|
|
|
Federal statutory
income tax rate
|
21.0
%
|
21.0
%
|
Change in valuation
allowance on net operating loss carry-forwards
|
(21.0
)%
|
(21.0
)%
|
Effective income
tax rate
|
$
-
|
$
-
|
Note 10 - Commitments, Contingencies and
Concentrations
Except
for as follows the Company does not have any commitments,
contingencies or concentrations:
In May
2017, the Company lost a civil suit whereby the court awarded the
plaintiff a default judgment of $112,968. See Note 7. The Company
has accrued $113,688 and $112,968 for this judgement as of March
31, 2017 and 2016, respectively. There were no legal fees incurred
with respect to this default judgement.
Note 11 –
Subsequent
Events
In
preparing the financial statements, management has evaluated events
and transactions for potential recognition or disclosure through
the date that the financial statements were available to be issued
and determined there were no subsequent events resulting in
adjustments to or disclosure in the financial statements, except as
follows:
Subsequent to March 31, 2017, the Company received $70,000 of stock
subscriptions from outside investors as follows:
On November 1, 2017, the Company entered into a stock purchase
agreement with an outside investor; whereby 1,000,000 shares were
to be issued for $0.05 per share for a total of $50,000. The
$50,000 was received from the outside investor on November 16, 2017
and the shares are yet to be issued; therefore, the Company has
recorded a stock subscription liability of $50,000 on the balance
sheet.
On June 4, 2018, the Company entered into a stock purchase
agreement with an outside investor; whereby 400,000 shares were to
be issued for $0.05 per share for a total of $20,000. The $20,000
was received from the outside investor on June 4, 2018 and the
shares are yet to be issued; therefore, the Company has recorded a
stock subscription liability of $20,000 on the balance
sheet.
Subsequent to March 31, 2017, the Company deemed $11,000 of stock
subscriptions receivable uncollectible. As a result, the Company
wrote the balance off to consulting fees.
In May
2017, the Company lost a civil suit whereby the court awarded the
plaintiff a default judgment of $112,968. See Note 7. The Company
has accrued $113,688 and $112,968 for this judgement as of March
31, 2017 and 2016, respectively. There were no legal fees incurred
with respect to this default judgement.
Subsequent
to March 31, 2017, stockholders have advanced funds to the Company
or have paid for expenses on behalf of the Company. On September
30, 2017, these stockholders elected to contribute these advances
to the Company as additional paid-in capital. See the roll forward
of stockholder advances below:
|
|
|
|
Balance
at March 31, 2017
|
$
267,685
|
$
213,155
|
$
480,840
|
Advances
for the six months ended September 30, 2017
|
66,685
|
72,782
|
139,467
|
Advances
converted to APIC
|
(334,370
)
|
(285,937
)
|
(620,307
)
|
Balance
at September 30, 2017
|
-
|
-
|
-
|
Advances
from October 1, 2017 to date of issuance of these financial
statements
|
7,312
|
131,200
|
138,512
|
Balance
at date of issuance
|
$
7,312
|
$
131,200
|
$
138,512
|
In November 2017, 15,000,000 shares of common stock were returned
to treasury due to lack of performance of the services related to
those stock issuances.