UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended December 31, 2015
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
COMMISSION
FILE NUMBER: 333-148925
LEGACYXCHANGE,
INC.
(Exact
name of Registrant as specified in its charter)
NEVADA |
|
20-8628868 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
301
Yamato Road
Boca
Raton, FL 33431
(Address
of principal executive offices)
(800) 630-4190
(Registrant’s
telephone number, including area code)
True
2 Beauty, Inc.
(Former
name, former address and former fiscal, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer
(Do
not check if smaller reporting company) |
☐ |
Smaller
reporting company |
☒ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 51,230,056
shares of common stock are issued and outstanding as of February 22, 2016.
LEGACYXCHANGE,
INC.
FORM
10-Q
December
31, 2015
TABLE
OF CONTENTS
|
|
Page
No. |
PART
I. - FINANCIAL INFORMATION |
|
Item
1. |
Financial
Statements |
3 |
|
Consolidated
Balance Sheets – December 31, 2015 (Unaudited) and March 31, 2015 |
3 |
|
Consolidated
Statements of Operations - Three and Nine Months Ended December 31, 2015 and 2014 (unaudited) |
4 |
|
Consolidated
Statement of Changes in Stockholders’ Deficit – Nine Months Ended December 31, 2015 (unaudited) |
5 |
|
Consolidated
Statements of Cash Flows - Nine Months Ended December 31, 2015 and 2014 (unaudited) |
6 |
|
Condensed
Notes to Unaudited Consolidated Financial Statements. |
7 |
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations. |
21 |
Item
3 |
Quantitative
and Qualitative Disclosures About Market Risk. |
26 |
Item
4 |
Controls
and Procedures. |
26 |
|
|
|
PART
II - OTHER INFORMATION |
|
|
|
|
Item
1. |
Legal
Proceedings |
26 |
Item
1A. |
Risk
Factors |
26 |
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
26 |
Item
3. |
Defaults
Upon Senior Securities |
27 |
Item
4. |
Mine
Safety Disclosures |
27 |
Item
5. |
Other
Information |
27 |
Item
6. |
Exhibits |
27 |
PART
1 - FINANCIAL INFORMATION
Item
1. Financial Statements.
LEGACYXCHANGE,
INC.
(FORMERLY
TRUE 2 BEAUTY, INC.)
CONSOLIDATED
BALANCE SHEETS
| |
December 31, 2015 | | |
March 31, 2015 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash | |
$ | 2 | | |
$ | 4,362 | |
Prepaid expenses | |
| 28,829 | | |
| 28,801 | |
Inventories | |
| 570 | | |
| - | |
| |
| | | |
| | |
Total Current Assets | |
| 29,401 | | |
| 33,163 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 29,401 | | |
$ | 33,163 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 173,040 | | |
$ | 113,747 | |
Accrued officer salary and director fees | |
| 22,150 | | |
| 8,050 | |
Loan payable | |
| 25,000 | | |
| - | |
Derivative liabilities | |
| 290,885 | | |
| 1,088,085 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 511,075 | | |
| 1,209,882 | |
| |
| | | |
| | |
Convertible notes payable, net of discount | |
| 160,328 | | |
| 70,087 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 671,403 | | |
| 1,279,969 | |
COMMITMENTS (Note 10) | |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Preferred stock ($0.001 par value; 10,000,000 shares authorized; | |
| | | |
| | |
No shares issued or outstanding at December 31, 2015 and March 31, 2015) | |
| - | | |
| - | |
Common stock, ($0.001 par value; 190,000,000 shares authorized; | |
| | | |
| | |
49,130,056 and 36,951,165 shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively) | |
| 49,130 | | |
| 36,951 | |
Additional paid-in capital | |
| 8,782,138 | | |
| 8,332,206 | |
Accumulated deficit | |
| (9,473,270 | ) | |
| (9,615,963 | ) |
| |
| | | |
| | |
TOTAL STOCKHOLDERS' DEFICIT | |
| (642,002 | ) | |
| (1,246,806 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | |
$ | 29,401 | | |
$ | 33,163 | |
The
accompanying condensed notes are an integral part of these unaudited consolidated financial statements.
LEGACYXCHANGE,
INC.
(FORMERLY
TRUE 2 BEAUTY, INC.)
CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended December 31, | | |
For the Nine Months Ended December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
REVENUE, NET | |
$ | - | | |
$ | 79 | | |
$ | - | | |
$ | 437 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF REVENCUE | |
| - | | |
| 690 | | |
| - | | |
| 2,226 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS LOSS | |
| - | | |
| (611 | ) | |
| - | | |
| (1,789 | ) |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
Compensation and related taxes | |
| 72,540 | | |
| 36,325 | | |
| 140,306 | | |
| 122,887 | |
Professional fees | |
| 64,015 | | |
| 149,887 | | |
| 280,104 | | |
| 244,151 | |
Other selling, general and administrative | |
| 11,459 | | |
| 34,227 | | |
| 37,030 | | |
| 56,938 | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL OPERATING EXPENSES | |
| 148,014 | | |
| 220,439 | | |
| 457,440 | | |
| 423,976 | |
| |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (148,014 | ) | |
| (221,050 | ) | |
| (457,440 | ) | |
| (425,765 | ) |
OTHER INCOME (EXPENSE) | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (56,366 | ) | |
| (28,978 | ) | |
| (219,990 | ) | |
| (28,978 | ) |
Initial derivative expense | |
| (35,486 | ) | |
| (35,875 | ) | |
| (202,323 | ) | |
| (35,875 | ) |
Gain (loss) from change in fair value of derivative liabilities | |
| 766,240 | | |
| (551,000 | ) | |
| 1,022,446 | | |
| (551,000 | ) |
Loss on settlement of loans | |
| - | | |
| - | | |
| - | | |
| (5,510 | ) |
| |
| | | |
| | | |
| | | |
| | |
TOTAL OTHER INCOME (EXPENSE), NET | |
| 674,388 | | |
| (615,853 | ) | |
| 600,133 | | |
| (621,363 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME (LOSS) | |
$ | 526,374 | | |
$ | (836,903 | ) | |
$ | 142,693 | | |
$ | (1,047,128 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME (LOSS) PER COMMON SHARE | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.01 | | |
$ | (0.02 | ) | |
$ | 0.00 | | |
$ | (0.03 | ) |
Diluted | |
$ | 0.01 | | |
$ | (0.02 | ) | |
$ | 0.00 | | |
$ | (0.03 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 45,597,447 | | |
| 36,951,165 | | |
| 42,167,788 | | |
| 35,879,354 | |
Diluted | |
| 67,095,860 | | |
| 36,951,165 | | |
| 63,895,607 | | |
| 35,879,354 | |
The
accompanying condensed notes are an integral part of these unaudited consolidated financial statements.
LEGACYXCHANGE,
INC.
(FORMERLY
TRUE 2 BEAUTY, INC.)
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For
the Nine Months Ended December 31, 2015
| |
Preferred Stock | | |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
Number of Shares | | |
Amount | | |
Number of Shares | | |
Amount | | |
Paid-in Capital | | |
Accumulated Deficit | | |
Stockholders' Deficit | |
Balance at March 31, 2015 | |
| - | | |
$ | - | | |
| 36,951,165 | | |
$ | 36,951 | | |
$ | 8,332,206 | | |
$ | (9,615,963 | ) | |
$ | (1,246,806 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for services | |
| - | | |
| - | | |
| 6,230,000 | | |
| 6,230 | | |
| 127,985 | | |
| - | | |
| 134,215 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for accounts
payable - related party | |
| - | | |
| - | | |
| 908,807 | | |
| 909 | | |
| 35,758 | | |
| - | | |
| 36,667 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for
note conversions | |
| - | | |
| - | | |
| 4,425,500 | | |
| 4,425 | | |
| 84,085 | | |
| - | | |
| 88,510 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for accrued
interest | |
| - | | |
| - | | |
| 539,584 | | |
| 540 | | |
| 10,252 | | |
| - | | |
| 10,792 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for loan fees | |
| - | | |
| - | | |
| 75,000 | | |
| 75 | | |
| 3,525 | | |
| - | | |
| 3,600 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Reclassification of derivative
liabilities upon notes conversion | |
| - | | |
| - | | |
| - | | |
| - | | |
| 188,327 | | |
| - | | |
| 188,327 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 142,693 | | |
| 142,693 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at
December 31, 2015 (Unaudited) | |
| - | | |
$ | - | | |
| 49,130,056 | | |
$ | 49,130 | | |
$ | 8,782,138 | | |
$ | (9,473,270 | ) | |
$ | (642,002 | ) |
The
accompanying condensed notes are an integral part of these unaudited consolidated financial statements.
LEGACYXCHANGE,
INC.
(FORMERLY
TRUE 2 BEAUTY, INC.)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Nine Months Ended December 31, | |
| |
2015 | | |
2014 | |
CASH FLCCOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net income (loss) | |
$ | 142,693 | | |
$ | (1,047,128 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | |
Stock-based compensation expenses | |
| 124,233 | | |
| 59,554 | |
Stock issued for loan fees | |
| 3,600 | | |
| - | |
Loss on settlement of loans | |
| - | | |
| 5,510 | |
Amortization of debt discount | |
| 178,751 | | |
| 21,285 | |
Initial fair value of derivative liabilities | |
| 202,323 | | |
| 35,875 | |
(Gain) loss from change in fair value of derivative liabilities | |
| (1,022,446 | ) | |
| 551,000 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 9,954 | | |
| 17,496 | |
Security deposit | |
| - | | |
| 636 | |
Inventories | |
| (570 | ) | |
| - | |
Accounts payable and accrued liabilities | |
| 106,752 | | |
| 43,446 | |
Deferred revenue | |
| - | | |
| (327 | ) |
Accrued officer salary and director fees | |
| 14,100 | | |
| (11,200 | ) |
Due to shareholders | |
| - | | |
| (8,218 | ) |
Due to officer | |
| - | | |
| (338 | ) |
| |
| | | |
| | |
Net cash used in operating activities | |
| (240,610 | ) | |
| (332,409 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds received from loan payable | |
| 25,000 | | |
| - | |
Proceeds received from convertible notes | |
| 211,250 | | |
| 400,000 | |
Proceeds received from sale of stock | |
| - | | |
| 71,895 | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| 236,250 | | |
| 471,895 | |
| |
| | | |
| | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | |
| (4,360 | ) | |
| 139,486 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | |
| 4,362 | | |
| 9,345 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS - END OF PERIOD | |
$ | 2 | | |
$ | 148,831 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for: | |
| | | |
| | |
Interest | |
$ | - | | |
$ | - | |
Income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Stock issued for future services | |
$ | 45,825 | | |
$ | 33,060 | |
Stock issued for accrued liabilities | |
$ | 36,667 | | |
$ | - | |
Stock issued for loans' principal | |
$ | - | | |
$ | 20,000 | |
Stock issued for convertible notes' principal | |
$ | 88,510 | | |
$ | - | |
Stock issued for accrued interest | |
$ | 10,792 | | |
$ | 2,000 | |
Stock issued for common stock subscription advances | |
$ | - | | |
$ | 113,525 | |
Initial debt discount recorded on convertible notes | |
$ | 211,250 | | |
$ | - | |
Derivative liabilities reclassified
to additional paid-in capital upon note conversions | |
$ | 188,327 | | |
$ | - | |
The
accompanying condensed notes are an integral part of these unaudited consolidated financial statements.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS
LegacyXChange,
Inc. (formerly True 2 Beauty, Inc.) (the “Company”) was originally incorporated as Burrow Mining, Inc., a Nevada corporation,
on December 11, 2006. In February 2010, the Company shifted its focus to the beauty industry and later amended its Articles of
Incorporation and changed its name to True 2 Beauty, Inc. to better reflect its new business focus.
On
July 10, 2012, the Company formed a new wholly owned subsidiary True2Bid, Inc. (“True2Bid”), which was incorporated
in the state of Nevada. This subsidiary’s name was changed to LegacyXChange, Inc. (“LegacyXChange”) in December
2014. The Company continued to sell existing inventory of beauty products through May 2013 when the final inventory was sold.
LegacyXChange plans to operate an online e-commerce platform focused on delivering users a wide array of sports and entertainment
related products that can be won in an action packed environment of a live auction.
On
July 2, 2015, pursuant to a Certificate of Dissolution filing with the Nevada Secretary of State, the Company dissolved LegacyXChange,
Inc. (formerly True2Bid, Inc.) to allow for the change in name of its parent company, True 2 Beauty, Inc., to LegacyXChange, Inc.
The
Company plans on launching its website, LegacyXChange.com, for the trading of collectibles and memorabilia across numerous product
categories. Following secure chain of custody protocols that guarantee authenticity from origination, and utilizing unique proprietary
DNA “Marks” that cannot be counterfeited, the Company’s anticipated inventory of collectibles will be permanently
marked with DNA, which can only be verified through DNA analysis. The Company’s goal is to provide the ongoing ability to
guarantee authenticity of items with 100% surety. The Company will track ownership for all Original items, and only the Company
can verify authenticity. The Company will work with athletes and celebrities as they create high valued new collectibles, items
that will differentiate from those already in the marketplace. The site will also allow non-“Marked” third party collectible
items to be listed and sold. However, any third party items, which claim to have authentic signatures, will have to provide documentation
of authenticity from a Company-approved expert authentication company. The site will offer sellers multiple opportunities to advertise
and promote the sale of items.
NOTE
2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES
Principles
of consolidation
The Company’s
consolidated financial statements for the three and nine months ended December 31, 2014 include the financial statement of its
wholly-owned subsidiary, True2Bid, Inc. With the dissolution of this subsidiary in July 2015, the financial statements for the
three and nine months ended December 31, 2015 are no longer consolidated. All intercompany accounts and transactions have been
eliminated in consolidation for the 2014 amounts.
Basis
of presentation
Management
acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect
all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated
financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating
results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These
unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies
and notes to the consolidated financial statements for the years ended March 31, 2015 and 2014 included in the Company’s
Form 10-K.
Going
concern
These
unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.
As
reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $457,440
and $425,765 for the nine months ended December 31, 2015 and 2014, respectively, and net cash used in operations of $240,610 and
$332,409 for the nine months ended December 31, 2015 and 2014, respectively, and an accumulated deficit, a stockholders’
deficit and a working capital deficit of $9,473,270, $642,002 and $481,674, respectively, at December 31, 2015, did not generate
any revenue for the nine months ended December 31, 2015 and had a gross loss for the nine months ended December 31, 2014. These
matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan,
and generate significant revenues. The unaudited consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern. The Company plans on raising capital through the sale of equity
or debt instruments to implement its business plan. There is no assurance these plans will be realized.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES (continued)
Use
of estimates
The
preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles in
the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates
during the three and nine months ended December 31, 2015 and 2014 include the valuation of deferred tax assets, valuation of derivative
liabilities and the valuation of stock-based compensation and fees.
Fair
value of financial instruments and fair value measurements
The
Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies
the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify
the inputs used in measuring fair value as follows:
|
● |
Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
|
● |
Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or
similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs
derived from or corroborated by observable market data. |
|
● |
Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market
participants would use in pricing the asset or liability based on the best available information. |
The
carrying amounts reported in the unaudited consolidated balance sheets for cash, inventories, accounts payable and accrued liabilities,
accrued officer salary and director fees, and loan payable, approximate their fair market value based on the short-term maturity
of these instruments.
Certain
financial instruments, such as certain accrued liabilities, embody obligations that require (or permit at the Company’s
discretion) settlement by issuance of a variable number of the Company’s common shares that have a value equal to a fixed
monetary amount. The number of shares required to be issued to settle that unconditional obligation is variable, because that
number of common shares will be determined by the fair value of the Company’s common shares on the date of settlement or
over a stated period of time, such as the average over the last 30 days before settlement, or the beginning of the quarter. Pursuant
to ASC 480-10-25-14(a), the financial instruments are classified as a liability at the fixed monetary amount with a charge to
expense to increase the obligation to the fixed monetary amount. Upon issuance of the shares to settle the obligation, equity
is increased by the amount of the liability and no gain or loss is recognized for the difference between the settlement date or
average market price and the ending market price.
The
following table reflects changes for the nine months ended December 31, 2015 for all financial assets and liabilities categorized
as Level 3:
| |
Derivative Liabilities | | |
Fixed Monetary Obligation | |
Balance as of March 31, 2015 | |
$ | 1,088,085 | | |
$ | 6,667 | |
Increase in fair value of fixed monetary obligation | |
| - | | |
| 12,000 | |
Initial fair value of derivative liabilities attributable to conversion feature and warrants | |
| 413,573 | | |
| - | |
Reclassification of derivative liabilities upon notes conversion | |
| (188,327 | ) | |
| - | |
Decrease in fair value of fixed monetary obligation | |
| - | | |
| (14,667 | ) |
Gain from change in the fair value of derivative liabilities | |
| (1,022,446 | ) | |
| - | |
Balance as of December 31, 2015 | |
$ | 290,885 | | |
$ | 4,000 | |
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES (continued)
Fair
value of financial instruments and fair value measurements (continued)
ASC
825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets
and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and
is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and
losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply
the fair value option to any outstanding instruments.
Cash
and cash equivalents
Cash
and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months
or less. There were no cash equivalents at December 31, 2015 and March 31, 2015.
Inventories
and cost of revenue
Inventories
are stated at the lower of cost or market value. Cost is determined using the cost to acquire inventory and is valued using the
first-in, first-out method. Any inventory adjustments are based upon management’s review of inventories on hand compared
to estimated future usage and sales. Inventories of finished goods totaled $570 and $0 at December 31, 2015 and March 31, 2015,
respectively.
Revenue
recognition
The
Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered,
the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s specific revenue recognition
policies are as follows:
|
● |
Product
sales from the sale of beauty products by the parent entity (which ceased in May 2013) and sales of products through the subsidiary’s
auction site are recognized when the product is shipped to the customer and title is transferred. |
|
● |
To
participate in the Company’s auction program, consumers are required to purchase bid packages directly from the Company.
Proceeds from the sales of bid packages are recorded as deferred revenue until recognizable as discussed below. In connection
with the sale of bid packages, the Company utilized the User-based Revenue Model (“UBRM”). The UBRM is based on
the presumption that the period of delivery for the bid package is the estimated average user life, which was estimated by
the Company to be 60 days. Consequently, revenue from the sale of bid packages is recognized ratably over the estimated user
life of 60 days. |
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition
in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments
over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting
period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based
on the grant-date fair value of the award.
Pursuant
to ASC 505-50, for share-based payments to consultants and other third parties, compensation expense is determined at the “measurement
date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total
amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of
the award at the reporting date.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES (continued)
Income
taxes
Deferred
income tax assets and liabilities arise from temporary differences associated with differences between the financial statements
and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences
reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the
asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The
Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition
thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue
to recognize tax positions that meet a “more-likely-than-not” threshold. As of December 31, 2015 and March 31, 2015,
the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying
unaudited consolidated financial statements. The Company recognizes and accrues for tax related interest and penalties when assessed. As of December
31 and March 31, 2015, the Company has not been assessed any interest or penalties.
Shipping
costs
Shipping
costs are included in other selling, general and administrative expense and totaled $0 and $27 for the three months ended December
31, 2015 and 2014, respectively. Shipping costs totaled $2 and $142 for the nine months ended December 31, 2015 and 2014, respectively.
Advertising
Advertising
is expensed as incurred and is included in other selling, general and administrative expense. The Company did not incur any advertising
expense for the three and nine months ended December 31, 2015 and 2014.
Research
and development
Expenditures
for research and product development costs are expensed as incurred. The Company did not incur any research and development expense
during the three and nine months ended December 31, 2015 and 2014.
Basic
and diluted earnings per share
Pursuant
to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) allocable to common shareholders by
the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share
is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents
and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential
dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common
stock resulting in the issuance of common stock that would then share in the Company’s income (loss) subject to
anti-dilution limitations. For the three and nine months ended December 31, 2015, potentially dilutive common shares consist
of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible debt (using the if-converted method). For the three and nine months ended December
31, 2014, all potentially dilutive securities are excluded from the computation of diluted weighted average number of shares
of common stock outstanding as they would have had an anti-dilutive impact.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES (continued)
Basic
and diluted earnings per share (continued)
The
following table presents a reconciliation of basic and diluted net income (loss) per share:
| |
Three Months Ended December 31, | | |
Nine Months Ended December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net income (loss) available to common stockholders for basic and diluted net income (loss) per share of common stock | |
$ | 526,374 | | |
$ | (836,903 | ) | |
$ | 142,693 | | |
$ | (1,047,128 | ) |
Weighted average common stock outstanding - basic | |
| 45,597,447 | | |
| 36,951,165 | | |
| 42,167,788 | | |
| 35,879,354 | |
Effect of dilutive securities: | |
| | | |
| | | |
| | | |
| | |
Warrants | |
| - | | |
| - | | |
| 789,645 | | |
| - | |
Convertible debentures | |
| 21,498,413 | | |
| - | | |
| 20,938,174 | | |
| - | |
Weighted average common stock outstanding - diluted | |
| 67,095,860 | | |
| 36,951,165 | | |
| 63,895,607 | | |
| 35,879,354 | |
Net income (loss) per common share - basic | |
$ | 0.01 | | |
$ | (0.02 | ) | |
$ | 0.00 | | |
$ | (0.03 | ) |
Net income (loss) per common share - diluted | |
$ | 0.01 | | |
$ | (0.02 | ) | |
$ | 0.00 | | |
$ | (0.03 | ) |
The
Company’s aggregate common stock equivalents at December 31, 2015 and 2014 included the following:
| |
December 31, 2015 | | |
December 31, 2014 | |
Stock warrants | |
| 5,273,315 | | |
| 1,048,315 | |
Total | |
| 5,273,315 | | |
| 1,048,315 | |
Related
parties
Parties
are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control,
are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company,
its management, members of the immediate families of principal owners of the Company and its management and other parties with
which the Company may deal with if one party controls or can significantly influence the management or operating policies of the
other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The
Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged.
Recent
accounting pronouncements
Accounting
standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that
are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash
flows or disclosures.
NOTE
3 – PREPAID EXPENSES
At
December 31, 2015 and March 31, 2015, prepaid expenses consisted of the following:
| |
December 31, 2015 | | |
March 31, 2015 | |
Prepaid professional service fees | |
$ | 27,429 | | |
$ | 28,801 | |
Prepaid other expense | |
| 1,400 | | |
| - | |
| |
$ | 28,829 | | |
$ | 28,801 | |
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
At
December 31, 2015 and March 31, 2015, accounts payable and accrued liabilities consisted of the following:
| |
December 31, 2015 | | |
March 31, 2015 | |
Accrued interest | |
$ | 44,540 | | |
$ | 17,693 | |
Accrued professional fees (includes $4,000 fixed monetary obligation, see Note 2) | |
| 90,291 | | |
| 67,364 | |
Accrued payroll taxes | |
| 34,496 | | |
| 28,690 | |
Other | |
| 3,713 | | |
| - | |
| |
$ | 173,040 | | |
$ | 113,747 | |
NOTE
5 – ACCRUED OFFICER SALARY AND DIRECTOR FEES
In
connection with the employment of a board of directors member, the Company has agreed to compensate him as follows: an initial
payment of $1,500 and quarterly payments of $1,500 during the term which he serves as a director of the Company. At December
31, 2015 and March 31, 2015, the amount due to this director was $4,750 and was included in accrued officer salary and director
fees in the accompanying consolidated balance sheets.
At
December 31, 2015 and March 31, 2015, the accrued and unpaid CEO’s salary was $17,400 and $3,300, respectively, and was
included in accrued officer salary and director fees in the accompanying consolidated balance sheets.
At
December 31, 2015 and March 31, 2015, accrued officer salary and director fees consisted of the following:
| |
December 31, 2015 | | |
March 31, 2015 | |
Accrued director's fees | |
$ | 4,750 | | |
$ | 4,750 | |
Accrued officer’s salary | |
| 17,400 | | |
| 3,300 | |
| |
$ | 22,150 | | |
$ | 8,050 | |
NOTE
6 – LOAN PAYABLE
On
July 7, 2015, the Company entered into a loan agreement, providing for the issuance of a loan in the principal amount of $25,000.
The term of the loan is for a period of 60 days from the execution of the agreement with a twenty-day grace period. The annual
interest rate for the loan is 10%. The Company paid the lender additional consideration of 75,000 shares of common stock valued
at $3,600 and recorded as interest expense. The Company defaulted to repay the loan as of December 31, 2015. At December 31, 2015,
the outstanding principal balance of the loan and related accrued and unpaid interest for the loan was $25,000 and $1,219, respectively.
NOTE
7 – RELATED PARTY TRANSACTIONS
Effective
November 1, 2014, the Company entered into a service agreement with CFO Oncall Inc., a company majority owned by the Company’s
Chief Financial Officer. In accordance with the service agreement, the service fee is $5,000 per month, which is payable as $3,000
in cash payable in advance on the 1st of each month, and $2,000 payable at the Company’s option in cash or the
Company’s common stock. On June 1, 2015 and August 5, 2015, the Company issued 726,989 and 181,818 restricted shares of
common stock to CFO Oncall, Inc. pursuant to the service agreement, respectively, (See Note 9). At December 31, 2015 and March
31, 2015, amounts due to CFO Oncall amounted to $28,000 and $22,667, respectively, which are included in accounts payable and
accrued liabilities on the accompanying consolidated balance sheets.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
8 – CONVERTIBLE NOTES PAYABLE
Fiscal
2015 Convertible Notes
In October and November 2014, the Company
and 7 investors (the “Investors”), subject to adjustment for issuances of common stock at a purchase price of less
than the then-effective conversion price, entered into convertible promissory note agreements, providing the issuance of
10% convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $400,000. The Convertible
Notes are due and payable on the third anniversary of the date of issuance through October 2017. The Investors are entitled, at
their option, at any time after the issuance of these Convertible Notes, to convert all or any lesser portion of the outstanding
principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price for each share of
common stock equal to $0.02. In the event a registration statement is not filed by either the Company within 60 days following
the completion of this Offering, or the full amount of Conversion Shares are not included in the first registration statement
filed by either entity, or if such registration statement including the Conversion Shares is not declared effective within 180
days following the completion of the Offering, the Convertible Notes shall then be convertible at the option of the Holder into
shares of the common stock, par value $.001 per share, of the Company at a conversion price equal to the lesser of $0.02 per share
or a 25% discount to the average closing bid price of the Parent Company’s stock for the five days immediately prior to
the day upon which the Company receives a written conversion notice from the Holder for any portion of the Notes. The Penalty
Conversion shall remain in effect until such time as the Company’s registration statement, including the Conversion Shares
is declared effective by the SEC. In connection with the issuance of these Convertible Notes above, the Company determined that
the terms of the Convertible Notes include a down-round provision under which the conversion price and exercise price could be
affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception.
Accordingly,
under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”,
the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date
of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion
option derivatives was determined using the Binomial Option Pricing Model. On the initial measurement date, the fair value of
the embedded conversion option derivative of $419,000 was recorded as a derivative liability and was allocated as a debt discount
up to the proceeds of the notes $383,125 with the remainder $35,875 charged to current period operations as initial derivative
expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract was recorded as
a component of other income/(expense) in the accompanying consolidated statements of operations.
In
July 2015, the principal amount of $88,510 of this Fiscal 2015 Convertible Notes was converted into 4,425,500 shares of the Company’s
common stock at the contractual conversion price of $0.02 per share. At December 31, 2015, the principal amount due under this
Fiscal 2015 Convertible Notes was $311,490.
During
the nine months ended December 31, 2015, the fair value of the derivative liabilities were estimated using the Binomial option-pricing
model with the following assumptions:
Dividend rate | |
0 |
Term (in years) | |
1.79 to 2.29 years |
Volatility | |
121.91% to 195.81% |
Risk-free interest rate | |
0.92% to 1.31% |
At
each reporting date and on the conversion dates of this Fiscal 2015 Convertible Notes, the Company valued the embedded conversion
option derivative liabilities resulting in a gain and a loss from change in fair value of derivative liabilities of $444,127 and
$551,000 for the three months ended December 31, 2015 and 2014, respectively. The Company valued the embedded conversion option
derivative liabilities resulting in a gain and a loss from change in fair value of derivative liabilities of $723,598 and $551,000
for the nine months ended December 31, 2015 and 2014, respectively. For the three and nine months ended December 31, 2015, the
embedded conversion option derivative liabilities of $188,327 were reclassified to additional paid-in capital upon the related
notes conversion.
For
the three months ended December 31, 2015 and 2014, amortization of debt discounts related to these convertible notes amounted
to $24,862 and $21,285, respectively, which has been included in interest expense on the accompanying consolidated statements
of operations. For the nine months ended December 31, 2015 and 2014, amortization of debt discounts related to these convertible
notes amounted to $147,588 and $21,285, respectively, which has been included in interest expense on the accompanying consolidated
statements of operations.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
8 – CONVERTIBLE NOTES PAYABLE (continued)
Fiscal
2015 Convertible Notes (continued)
At
December 31, 2015 and March 31, 2015, fiscal 2015 convertible promissory notes consisted of the following:
| |
December 31, 2015 | | |
March 31, 2015 | |
Principal amount | |
$ | 311,490 | | |
$ | 400,000 | |
Less: unamortized debt discount | |
| (182,325 | ) | |
| (329,913 | ) |
Convertible notes payable, net | |
$ | 129,165 | | |
$ | 70,087 | |
Fiscal
2016 Convertible Notes
Fiscal
2016 Convertible Notes with principal amount of $115,000
On
May 19, 2015 and June 1, 2015 and June 23, 2015, the Company and 5 investors (the “Investors”) entered into convertible
promissory note agreements, providing the issuance of 10% convertible promissory notes (the “Fiscal 2016 Convertible Notes”)
with an aggregate principal amount of $115,000. These convertible notes are due and payable on the third anniversary of the date
of May 19, 2018 and June 1, 2018 and June 23, 2018. The Investors are entitled, at their option, at any time after the issuance
of these convertible notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest
into the Company’s common stock at a conversion price for each share of common stock equal to $0.05. The conversion price
of the convertible notes shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective
conversion price. On August 31, 2015, the conversion price of $0.05 per share was amended to $0.035 per share since the Company
issued additional convertible notes with conversion price of $0.035 (see Fiscal 2016 Convertible Notes with principal amount of
$96,250).
In
connection with the issuance of these convertible notes, the Company issued five-year common stock purchase warrants (“Warrants”)
exercisable at $0.07 per share. These investors received 20 Warrants for each dollar invested in the convertible notes. The exercise
price of the Warrant shall be subject to adjustment for issuance of common stock at a consideration per share of less than the
then-effective exercise price. On August 31, 2015, the exercise price of the Warrant of $0.07 per share was amended to $0.035
per share since the Company issued additional five-year common stock purchase warrants with exercise price of $0.035 (see Fiscal
2016 Convertible Notes with principal amount of $96,250).
In
connection with the issuance of these convertible notes, the Company determined that the terms of the convertible notes and the
2,300,000 warrants include down-round provisions under which the conversion price and exercise price could be affected by future
equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under
the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”,
the embedded conversion option contained in the convertible instruments and the warrants were accounted for as a derivative liabilities
at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded
conversion option derivatives and warrants derivatives was determined using the Binomial Option Pricing Model. On the initial
measurement date, the fair value of the embedded conversion option derivatives and warrants derivatives of $234,455 was recorded
as a derivative liability and was allocated as a debt discount up to the proceeds of the notes $115,000 with the remainder $119,455
charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value
of the liability for derivative contract will be recorded as a component of other income/(expense) in the consolidated statements
of operations.
Fiscal
2016 Convertible Notes with principal amount of $96,250
On
August 31, 2015 and September 8, 2015 and September 25, 2015 and October 9, 2015, the Company and 5 investors (the “Investors”)
entered into convertible promissory note agreements, providing the issuance of a 10% convertible promissory notes (the “Fiscal
2016 Convertible Notes”) with an aggregate principal amount of $96,250. These convertible notes are due and payable on the
third anniversary of the date of August 31, 2018 and September 8, 2018 and September 25, 2018 and October 8, 2018. The Investors
are entitled, at their option, at any time after the issuance of these convertible notes, to convert all or any lesser portion
of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price
for each share of common stock equal to $0.035. The conversion price of the convertible notes shall be subject to adjustment for
issuances of common stock at a purchase price of less than the then-effective conversion price.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE
8 – CONVERTIBLE NOTES PAYABLE (continued)
Fiscal
2016 Convertible Notes
Fiscal
2016 Convertible Notes with principal amount of $96,250 (continued)
In
connection with the issuance of these convertible notes, the Company issued five-year common stock purchase warrants (“Warrants”)
exercisable at $0.035 per share. These investors received 20 Warrants for each dollar invested in the convertible notes. The exercise
price of the Warrants shall be subject to adjustment for issuance of common stock at a consideration per share of less than the
then-effective exercise price.
In
connection with the issuance of these convertible notes, the Company determined that the terms of the convertible notes and the
1,925,000 warrants include down-round provisions under which the conversion price and exercise price could be affected by future
equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under
the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”,
the embedded conversion option contained in the convertible instruments and the warrants were accounted for as a derivative liabilities
at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded
conversion option derivatives and warrants derivatives was determined using the Binomial Option Pricing Model. On the initial
measurement date, the fair value of the embedded conversion option derivatives and warrants derivatives of $179,118 was recorded
as a derivative liability and was allocated as a debt discount up to the proceeds of the notes $96,250 with the remainder $82,868
charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value
of the liability for derivative contract will be recorded as a component of other income/(expense) in the consolidated statements
of operations.
During
the nine months ended December 31, 2015, the fair value of the derivative liabilities were estimated using the Binomial option-pricing
model with the following assumptions:
Dividend
rate |
|
0 |
Term
(in years) |
|
2.38
to 5.00 years |
Volatility |
|
160.74%
to 290.63% |
Risk-free
interest rate |
|
0.92%
to 1.76% |
At
each reporting date and on the initial measurements of the derivative liabilities, the Company valued the embedded conversion
option derivative liabilities and the warrants derivative liabilities resulting in a gain from change in fair value of derivative
liabilities of $322,113 and $298,848, respectively, for the three and nine months ended December 31, 2015. For the three and nine
months ended December 31, 2015, amortization of debt discounts related to these convertible notes amounted to $17,604 and $31,163,
respectively, which has been included in interest expense on the accompanying consolidated statements of operations.
At
December 31, 2015 and March 31, 2015, fiscal 2016 convertible promissory notes consisted of the following:
| |
December 31, 2015 | | |
March 31,
2015 | |
Principal amount | |
$ | 211,250 | | |
$ | - | |
Less: unamortized debt discount | |
| (180,087 | ) | |
| - | |
Convertible notes payable, net | |
$ | 31,163 | | |
$ | - | |
At
December 31, 2015 and March 31, 2015, the total convertible promissory notes mentioned above consisted of the following:
| |
December 31, 2015 | | |
March 31, 2015 | |
Principal amount | |
$ | 522,740 | | |
$ | 400,000 | |
Less: unamortized debt discount | |
| (362,412 | ) | |
| (329,913 | ) |
Convertible notes payable, net | |
$ | 160,328 | | |
$ | 70,087 | |
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2015
note
9 – STOCKHOLDERS’ DEFICIT
Authorized
shares
The
Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock. As of December 31, 2015 and March 31,
2015, no shares were issued and outstanding.
The
Company is authorized to issue 190,000,000 shares of its $0.001 par value common stock. As of December 31, 2015 and March 31,
2015, 49,130,056 and 36,951,165 shares of common stock were issued and outstanding, respectively.
Common
stock issued for services
On
April 27, 2015, the Company issued 100,000 restricted shares of common stock to an attorney for services rendered. The shares
were valued at the fair market value of $0.06 per share based on the closing bid price on the grant date. The Company recorded
stock-based legal fees of $6,000 for the nine months ended December 31, 2015.
On
May 1, 2015, the Company issued 180,000 restricted shares of common stock to an attorney for services to be rendered. The shares
were valued at the fair market value of $0.0549 per share based on the closing bid price on the grant date. The Company recorded
stock-based legal fees of $6,589 for the nine months ended December 31, 2015 and had a remaining prepaid expense of $3,293 at
December 31, 2015, which will be amortized over the remaining service period.
On
May 1, 2015, the Company issued 175,000 vested shares of common stock to an attorney for services to be rendered. The shares were
valued at the fair market value of $0.0549 per share on the grant date which is the measurement date based on the closing bid
price on the grant date. The Company recorded stock-based legal fees of $6,400 for the nine months ended December 31, 2015 and
had a remaining prepaid expense of $3,208 at December 31, 2015, which will be amortized over the remaining service period.
On
June 1, 2015, the Company issued 726,989 restricted shares of common stock to a company controlled by the Company’s Chief
Financial Officer for compensation and to settle accrued liabilities of $26,667 pursuant to the related service agreement (See
Note 7). The shares were valued at $26,667 based on 60% of the closing bid price of the Company’s common stock on the last
trading day of the previous quarter as defined in the service agreement. No gain or loss was recognized on this settlement.
On
June 1, 2015, the Company issued 250,000 vested shares of common stock to a consultant for marketing services to be rendered.
The shares were valued at the fair market value of $0.054 per share on the grant date which is the measurement date based on the
closing bid price on the grant date. The Company recorded stock-based marketing service fees of $7,875 for the nine months ended
December 31, 2015 and had a remaining prepaid expense of $5,625 at December 31, 2015, which will be amortized over the remaining
service period.
On
July 1, 2015, the Company issued 100,000 vested shares of common stock to a consultant for web design services to be rendered.
The shares were valued at the fair market value of $0.06 per share on the grant date which is the measurement date based on the
closing bid price on the grant date. The Company recorded stock-based consulting fees of $3,000 for the nine months ended December
31, 2015 and had a remaining prepaid expense of $3,000 at December 31, 2015, which will be amortized over the remaining service
period.
On
August 5, 2015, the Company issued 181,818 restricted shares of common stock to a company controlled by the Company’s Chief
Financial Officer for compensation and to settle accrued liabilities of $10,000 pursuant to the related service agreement (See
Note 7). The shares were valued at $10,000 based on 60% of the closing bid price of the Company’s common stock on the last
trading day of the previous quarter as defined in the service agreement. No gain or loss was recognized on this settlement.
On
August 5, 2015, the Company issued 125,000 vested shares of common stock to two accounting consultants for services rendered and
800,000 vested shares of common stock to two IT professionals for services rendered. The shares were valued at the fair market
value of $0.04 per share on the grant date which is the measurement date based on the closing bid price on the grant date. The
Company recorded stock-based accounting fees of $5,000 and stock-based consulting fees of $32,000, respectively, for the nine
months ended December 31, 2015.
On
October 26, 2015, the Company issued 250,000 restricted shares of common stock to a consultant for services rendered and to be
rendered. The shares were valued at the fair market value of $0.0389 per share based on the closing bid price on the grant date.
The Company recorded stock-based consulting fees of $6,807 for the nine months ended December 31, 2015 and had a remaining prepaid
expense of $2,918 at December 31, 2015, which will be amortized over the remaining service period.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2015
note
9 – STOCKHOLDERS’ DEFICIT (continued)
Common
stock issued for services (continued)
On
December 15, 2015, the Company issued 2,500,000 and 1,500,000 restricted shares of common stock to its officer and director, respectively,
for services rendered. The shares were valued at the fair market value of $0.01 per share based on the closing bid price on the
grant date. The Company recorded stock-based compensation of $40,000 for the nine months ended December 31, 2015.
On
December 15, 2015, the Company issued 250,000 restricted shares of common stock to an attorney for services to be rendered. The
shares were valued at the fair market value of $0.01 per share based on the closing bid price on the grant date. The Company recorded
prepaid expenses of $2,500 which will be amortized over the service period.
Common
stock issued for notes conversion and accrued interest
On
July 9, 2015, $27,510 principal amount of the Company’s Fiscal 2015 Convertible Notes and $10,792 accrued interest were
converted at $0.02 per share into 1,915,084 shares of the Company’s common stock.
On
July 22, 2015, $36,000 principal amount of the Company’s Fiscal 2015 Convertible Notes was converted at $0.02 per share
into 1,800,000 shares of the Company’s common stock.
On
July 27, 2015, $25,000 principal amount of the Company’s Fiscal 2015 Convertible Notes was converted at $0.02 per share
into 1,250,000 shares of the Company’s common stock.
Common
stock issued for loan fees
On
July 7, 2015, the Company issued 75,000 vested shares of common stock as additional consideration for a bridge loan. The shares
were valued at the fair market value of $0.048 per share on the grant date which is the measurement date based on the closing
bid price on the grant date. The Company recorded interest expense of $3,600 for the nine months ended December 31, 2015.
Reclassification
of derivative liabilities upon notes conversion
During
the nine months ended December 31, 2015, the Company reclassified $188,327 derivative liabilities to additional paid-in capital
upon the conversion of Fiscal 2015 Convertible Notes with principal amount of $88,510.
Warrants
The
Company issued warrants with the sale of common stock during the nine months ended December 31, 2015. These warrants have an exercise
price of $0.035 per share and expire in 5 years from issuance dates. Warrant activities for the nine months ended December 31,
2015 were as follows:
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at March 31, 2015 | |
| 1,048,315 | | |
$ | 0.400 | |
Issued | |
| 4,225,000 | | |
| 0.035 | |
Exercised/forfeited/expired | |
| - | | |
| - | |
Balance at December 31, 2015 | |
| 5,273,315 | | |
$ | 0.108 | |
Warrant exercisable at December 31, 2015 | |
| 5,273,315 | | |
$ | 0.108 | |
There
was no intrinsic value for the warrants at December 31, 2015.
LEGACYXCHANGE,
INC.
CONDENSED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
note
9 – STOCKHOLDERS’ DEFICIT (continued)
Warrants
(continued)
The
following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December
31, 2015:
Warrants Outstanding | | |
Warrants Exercisable | |
Range of
Exercise
Price | | |
Number
Outstanding
at December 31,
2015 | | |
Range of
Weighted Average
Remaining
Contractual Life (Years) | | |
Weighted
Average
Exercise Price | | |
Number Exercisable at December 31, 2015 | | |
Weighted
Average
Exercise
Price | |
$ | 0.400 | | |
| 125,000 | | |
| 1.7 | | |
$ | 0.400 | | |
| 125,000 | | |
$ | 0.400 | |
| 0.400 | | |
| 256,250 | | |
| 1.8 | | |
| 0.400 | | |
| 256,250 | | |
| 0.400 | |
| 0.400 | | |
| 12,500 | | |
| 1.9 | | |
| 0.400 | | |
| 12,500 | | |
| 0.400 | |
| 0.400 | | |
| 46,105 | | |
| 2.0 | | |
| 0.400 | | |
| 46,105 | | |
| 0.400 | |
| 0.400 | | |
| 231,876 | | |
| 2.1 | | |
| 0.400 | | |
| 231,876 | | |
| 0.400 | |
| 0.400 | | |
| 46,877 | | |
| 2.2 | | |
| 0.400 | | |
| 46,877 | | |
| 0.400 | |
| 0.400 | | |
| 14,063 | | |
| 2.3 | | |
| 0.400 | | |
| 14,063 | | |
| 0.400 | |
| 0.400 | | |
| 938 | | |
| 2.4 | | |
| 0.400 | | |
| 938 | | |
| 0.400 | |
| 0.400 | | |
| 39,412 | | |
| 3.3 | | |
| 0.400 | | |
| 39,412 | | |
| 0.400 | |
| 0.400 | | |
| 273,419 | | |
| 3.4 | | |
| 0.400 | | |
| 273,419 | | |
| 0.400 | |
| 0.400 | | |
| 1,875 | | |
| 3.5 | | |
| 0.400 | | |
| 1,875 | | |
| 0.400 | |
| 0.035 | | |
| 2,200,000 | | |
| 4.4 | | |
| 0.035 | | |
| 2,200,000 | | |
| 0.035 | |
| 0.035 | | |
| 100,000 | | |
| 4.5 | | |
| 0.035 | | |
| 100,000 | | |
| 0.035 | |
| 0.035 | | |
| 1,125,000 | | |
| 4.7 | | |
| 0.035 | | |
| 1,125,000 | | |
| 0.035 | |
| 0.035 | | |
| 800,000 | | |
| 4.8 | | |
| 0.035 | | |
| 800,000 | | |
| 0.035 | |
$ | 0.035 – 0.400 | | |
| 5,273,315 | | |
| 1.7 – 4.8 | | |
$ | 0.108 | | |
| 5,273,315 | | |
$ | 0.108 | |
NOTE
10 – CONCENTRATIONS AND COMMITMENTS
Concentrations
Customers
No
customer accounted for 10% or more of the Company’s revenue during the three and nine months ended December 31, 2015 and
2014.
Suppliers
No
supplier accounted for 10% or more of the Company’s inventory purchases during the three and nine months ended December
31, 2015 and 2014.
Commitments
Service
contracts
On
October 29, 2014, the Company entered into a service agreement with CFO Oncall, effective on November 1, 2014. In accordance to
the service agreement, the service fee is $5,000 per month which is payable as follows: $3,000 in cash payable in advance of the
1st of each month, and $2,000 payable at the Company’s option in cash or the Company’s common stock at
a 40% discount to quoted market prices. The $2,000 portion is accounted for as stock settled debt in accordance with ASC 480 resulting
in a premium on each $2,000 payment amount of $1,333. The increase in premium in the nine months ended December 31, 2015 was $12,000
and the decrease in premium in the nine months ended December 31, 2015 was $14,667. The accumulated premium at December 31, 2015
and March 31, 2015 was $4,000 and $6,667, respectively, which were included in accounts payable and accrued liabilities on the
accompanying consolidated balance sheets.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2015
NOTE
10 – CONCENTRATIONS AND COMMITMENTS (continued)
Commitments
(continued)
Service
contracts (continued)
On
May 1, 2015, the Company entered into a one-year legal service agreement with an attorney who has agreed to provide corporate
and securities related legal services to the Company. The agreement expires on April 30, 2016. In accordance to this legal service
agreement, the Company pays (a) a flat cash fee of $1,000 per month; and (b) an annual stock fee of 175,000 restricted shares
of the Company’s common stock. The Company issued the 175,000 restricted shares of common stock in June 2015 (See Note 9
– Common stock issued for service). The accrued service fees related to the service agreement at December 31, 2015 was $4,500,
which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
On
May 1, 2015, the Company entered into a one-year consulting agreement with an attorney who has agreed to provide consulting services
to the Company. The agreement expires on April 30, 2016. In accordance to this consulting agreement, the Company pays this consultant
(a) $6,000 in equal monthly installments; and (b) 180,000 shares of the Company’s common stock. The Company issued the 180,000
shares of common stock in June 2015 (See Note 9 – Common stock issued for services). The accrued service fees related to
the service agreement at December 31, 2015 was $3,500, which was included in accounts payable and accrued liabilities on the accompanying
consolidated balance sheets.
On
June 1, 2015, the Company entered into a one-year consulting agreement with a consultant who has agreed to provide consulting
services to the Company. The agreement expires on May 31, 2016. In accordance to this consulting agreement, the Company pays the
consultant (a) Per Tier 1 athlete/celebrity: (i) 2,500 restricted shares of the Company’s common stock; (ii) 4% of the advertising
revenue generated from items offered for sale on the site related to the athlete/celebrity, which were not sold directly by the
athlete/celebrity; (iii) 1% of the net item sales of any original merchandise sold by the athlete/celebrity; (b) For all other
tiers, including collectible specialists, corporations: (i) 1,500 shares of the Company’s common stock; (ii) 3% of the advertising
revenue generated from items offered for sale on the site related to the athlete/celebrity, which were not sold directly by the
athlete/celebrity; (iii) 1% of the net item sales of any original merchandise sold by the athlete/celebrity or entity; (c) 250,000
shares of the Company’s common stock upon signing, plus $3,500 per month for the following services: (i) advisory services
related to professional sports franchises; (ii) introduction to sports related industry leaders; (iii) assistance in athlete management;
(iv) assistance in athlete promotions. For (a) and (b), the percentage of net sales and percentage of advertising revenue will
be paid to the consultant as long as the athlete/celebrity/other remains a vendor for the Company, otherwise the consultant earns
no commission or fees. The consultant will be paid any commission on the 10th of each month for revenue generated in
the preceding month, and the first of every month for the $3,500 monthly payment. The Company issued the 250,000 restricted shares
of common stock in June 2015 (See Note 9 – Common stock issued for service). The accrued service fees related to the service
agreement at December 31, 2015 was $17,500, which was included in accounts payable and accrued liabilities on the accompanying
consolidated balance sheets.
On
September 1, 2015, the Company entered into a consulting agreement with a consultant who has agreed to provide consulting services
to the Company. The agreement can be terminated at any time by either party. In accordance to this consulting agreement, the Company
pays the consultant (a) 75,000 shares of the Company’s common stock upon both parties signing this agreement; (b) 25,000
shares of the Company’s common stock per month, commencing at September 1, 2015 and continuing each month thereafter until
this agreement has been terminated; (c) $2,000 per month, due and payable on the first of every month, commencing September 1,
2015; (d) 1,500 restricted shares of the Company’s common stock for each athlete, celebrity, or company that agrees to participate
with the Company during the course of this agreement; (e) 1% of the revenue generated from the sales of original merchandise from
athletes or celebrities consultant has participate with the Company during the course of this agreement. The consultant will be
paid any commissions on the 10th of each month for revenue generated in the preceding month. The issuance of stock
will occur every 90 days. The Company issued 250,000 shares of common stock in October 2015 (See Note 9 – Common stock issued
for services). The accrued service fees related to the service agreement at December 31, 2015 was $8,000, which was included in
accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2015
NOTE
10 – CONCENTRATIONS AND COMMITMENTS (continued)
Commitments
(continued)
Service
contracts (continued)
On
October 28, 2015, the Company entered into an exclusive two-year technology partnership with a licensed distributor of SelectaDNA,
a provider of DNA-based anti-counterfeiting technology, exclusively for use in the sports collectibles and memorabilia markets,
as well as other business verticals. The agreement expires on October 28, 2017. The agreement allows the Company to provide ongoing
verification of the authenticity of certain collectibles and memorabilia sold exclusively through its online ecommerce platform,
which is expected to launch soon. In exchange for the use of the DNA technology and the development of DNA autograph pens to be
used for collectible signings, the Company will reference the authentication technology in all future national advertising and
promotions. In addition, (i) the Company agrees to purchase a minimum of $25,000 of product for the first year of the contract;
(ii) the Company agrees to purchase a minimum of $100,000 of product at a price of $250 per bottle, for the second year of the
contract; (iii) the Company must escalate television advertisements within 6 months of launch, to include up to 20 – 30
ads per day on multiple networks nationally, and up to 200 per day regionally on multiple networks, guaranteeing 700 national
advertisements per week.
NOTE
11 – SUBSEQUENT EVENT
In
January 2016, the principal amount of $42,000 of Fiscal 2015 Convertible Notes was converted into 2,100,000 shares of the Company’s
common stock at the conversion price of $0.02 per share.
LegacyXChange, Inc. is referred to herein as “we”, “our” or “us”.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We
were originally incorporated as Burrow Mining, Inc., a Nevada corporation, on December 11, 2006. In February 2010, we shifted
our focus to the beauty industry and later amended our Articles of Incorporation and changed our name to True 2 Beauty, Inc.,
to better reflect our new business focus.
On
July 10, 2012, we formed a new wholly owned subsidiary True2Bid, Inc. (“True2Bid”), a Nevada incorporated entity.
This subsidiary’s name was changed to LegacyXChange, Inc. (“LegacyXChange”) in December 2014. We continued to
sell existing inventory of beauty products through May 2013 when the final inventory was sold. LegacyXChange plans to operate
an online e-commerce platform focus on delivering users a wide array of sports and entertainment related products that can be
won in an action packed environment of a live auction.
On
July 2, 2015, pursuant to a Certificate of Dissolution filing with the Nevada Secretary of State, we dissolved LegacyXChange,
Inc. (formerly True2Bid, Inc.), our then subsidiary, to allow for the change in name of our parent company, True 2 Beauty, Inc.,
to LegacyXChange, Inc.
We
plan on launching our website, LegacyXChange.com, for the trading of collectibles and memorabilia across numerous product categories.
Following secure chain of custody protocols that guarantee authenticity from origination, and utilizing unique proprietary DNA
“Marks” that cannot be counterfeited, our anticipated inventory of collectibles will be permanently marked with DNA,
which can only be verified through DNA analysis. Our goal is to provide the ongoing ability to guarantee authenticity of items
with 100% surety. We will track ownership for all Original items, and only we can verify authenticity. We will work with athletes
and celebrities as they create high valued new collectibles, items that will differentiate from those already in the marketplace.
The site will also allow non-“Marked” third party collectible items to be listed and sold. However, any third party
items, which claim to have authentic signatures, will have to provide documentation of authenticity from a Company-approved expert
authentication company. The site will offer sellers multiple opportunities to advertise and promote the sale of items.
Critical
accounting policies and estimates
Our
discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate
our estimates, including those related to income taxes, and the valuation of equity transactions. We base our estimates on historical
experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses,
assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect our more significant judgments and estimates used in the preparation of the unaudited
consolidated financial statements.
Revenue
recognition
We
recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the
purchase price is fixed or determinable and collectability is reasonably assured. Our specific revenue recognition policies are
as follows:
|
● |
Product
sales from the sale of beauty products, which ceased in May 2013, and sales of products through the subsidiary’s auction
website are recognized when the product is shipped to the customer and title is transferred. |
|
|
|
|
● |
Under
our auction program, consumers are required to purchase bid packages directly from us. Proceeds from the sales of bid packages
are recorded as deferred revenue until recognizable as discussed below. In connection with the sale of bid packages, we utilized
the User-based Revenue Model (“UBRM”). The UBRM is based on the presumption that the period of delivery for the
bid package is the estimated average user life, which was estimated by us to be 60 days. Consequently, revenue from the sale
of bid packages is recognized ratably over the estimated user life of 60 days. |
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition
in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments
over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting
period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based
on the grant-date fair value of the award.
Pursuant
to ASC Topic 505-50, for share-based payments to consultants and other third parties, compensation expense is determined at the
“measurement date” and establishes that share-based payment transactions with nonemployees shall be measured at the
fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Convertible
notes and related embedded derivatives
We
account for the embedded conversion option and warrants contained in convertible instruments under the provisions of FASB ASC
Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”. The embedded conversion
option and warrants contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance
and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option
derivatives and warrants derivatives were determined using the Binomial Option Pricing Model. On the initial measurement date,
the fair value of the embedded conversion option derivative and warrants liabilities were recorded as derivative liabilities and
were allocated as a debt discount up to the proceeds of the notes with the remainder charged to current period operations as initial
derivative expense. Any gains and losses recorded from changes in the fair value of the liabilities for derivative contract was
recorded as a component of other income/(expense) in the accompanying unaudited consolidated statements of operations.
Recent
accounting pronouncements
Accounting
standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not
anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or
disclosures.
RESULTS
OF OPERATIONS
Comparison
of results of operations for the three and nine months ended December 31, 2015 and 2014.
Revenue
and gross loss
For
the three and nine months ended December 31, 2015, we did not generate any revenue. We generated limited revenue of $79 and $437,
and gross loss of $611, and $1,789, respectively, for the three and nine months ended December 31, 2014, which related primarily
to the sale of remaining inventory of beauty products.
Operating
expenses
For
the three months ended December 31, 2015 and 2014, operating expenses amounted to $148,014 and $220,439, respectively, a decrease
of $72,425 or 32.9%. For the nine months ended December 31, 2015 and 2014, operating expenses amounted to $457,440 and $423,976,
respectively, an increase of $33,464 or 7.9%. Operating expenses consisted of the following:
| |
Three Months Ended
December 31, | | |
Nine Months Ended
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Compensation and related taxes | |
$ | 72,540 | | |
$ | 36,325 | | |
$ | 140,306 | | |
$ | 122,887 | |
Professional fees | |
| 64,015 | | |
| 149,887 | | |
| 280,104 | | |
| 244,151 | |
Other selling, general and administrative | |
| 11,459 | | |
| 34,227 | | |
| 37,030 | | |
| 56,938 | |
| |
$ | 148,014 | | |
$ | 220,439 | | |
$ | 457,440 | | |
$ | 423,976 | |
|
● |
For
the three months ended December 31, 2015 and 2014, compensation and related taxes amounted to $72,540 and $36,325, respectively,
an increase of $36,215 or 99.7%. The increase during the three months ended December 31, 2015 was attributable to an increase
in board member compensation of approximately $15,000, and an increase in payroll expense of approximately $24,000, offset
by a decrease in payroll taxes of approximately $3,000. For the nine months ended December 31, 2015 and 2014, compensation
and related taxes amounted to $140,306 and $122,887, respectively, an increase of $17,419 or 14.2%. The increase during the
nine months ended December 31, 2015 was attributable to an increase in payroll expense of approximately $24,000, offset by
a decrease in board member compensation of approximately $5,000, and a decrease in payroll taxes of approximately $2,000. |
|
● |
For
the three months ended December 31, 2015 and 2014, professional fees amounted to $64,015 and $149,887, respectively, a decrease
of $85,872 or 57.3%. The decrease during the three months ended December 31, 2015 was mainly attributable to a decrease in
accounting fees of approximately $27,000 incurred for services performed by our Chief Financial Officer and auditors, a decrease
in consulting fees of approximately $46,000, and a decrease in marketing fees of approximately $20,000, offset by an increase
in legal fees of approximately $7,000. For the nine months ended December 31, 2015 and 2014, professional fees amounted to
$280,104 and $244,151, respectively, an increase of $35,953 or 14.7%. The increase during the nine months ended December 31,
2015 was mainly attributable to an increase in accounting fees of approximately $18,000 incurred for services performed by
our chief financial officer and auditors, an increase in consulting fees of approximately $23,000, and an increase in legal
fees of approximately $22,000, offset by a decrease in marketing fees of approximately $20,000, and a decrease in other miscellaneous
items of approximately $7,000. We expect professional fees to increase as we incur significant costs associated with our public
company reporting requirements, and costs associated with newly applicable corporate governance requirements, including requirements
under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. |
|
● |
For
the three months ended December 31, 2015 and 2014, other selling, general and administrative expenses, which consisted primarily
of bank service charge, travel and entertainment, insurance, office supplies, amounting to $11,459 and $34,227, respectively,
a decrease of $22,768, or 66.5%. The decrease during the three months ended December 31, 2015 was primarily attributable to
a decrease in travel and entertainment of approximately $15,000, and a decrease in other miscellaneous items of approximately
$8,000, resulting from our stricter control on corporation spending. For the nine months ended December 31, 2015 and 2014,
other selling, general and administrative expenses amounted to $37,030 and $56,938, respectively, a decrease of $19,908, or
35.0%. The decrease during the nine months ended December 31, 2015 was mainly attributable to a decrease in travel and entertainment
of approximately $18,000, and a decrease in other miscellaneous items of approximately $2,000. |
Loss
from operations
For
the three months ended December 31, 2015 and 2014, loss from operations amounted to $148,014 and $221,050, respectively, a decrease
of $73,036, or 33.0%. For the nine months ended December 31, 2015 and 2014, loss from operations amounted to $457,440 and $425,765,
respectively, an increase of $31,675, or 7.4%.
Other
income (expense)
Other
income (expense) includes interest expense, initial derivative expense, gain/loss from change in fair value of derivative liabilities
and loss on settlement of loans. For the three months ended December 31, 2015, total other income amounted to $674,388 as compared
to total other expense of $615,853 for the three months ended December 31, 2014, an increase of $1,290,241, or 209.5%. The increase
for the three months ended December 31, 2015 as compared to the three months ended December 31, 2014 was mainly attributable to:
|
● |
An
increase in gain from change in fair value of derivative liabilities of approximately $1,317,000; offset by |
|
|
|
|
● |
An
increase in interest expense of approximately $27,000, due to the increase in interest from our convertible notes payable
and loan payable. |
For
the nine months ended December 31, 2015, total other income amounted to $600,133 as compared to total other expense $621,363 for
the nine months ended December 31, 2014, an increase of $1,221,496, or 196.6%. The increase for the nine months ended December
31, 2015 as compared to the nine months ended December 31, 2014 was mainly attributable to:
|
● |
An
increase in gain from change in fair value of derivative liabilities of approximately $1,573,000; and |
|
● |
A
decrease in loss on settlement of loans of approximately $6,000; offset by |
|
|
|
|
● |
An
increase in interest expense of approximately $191,000, due to the increase in interest from our convertible notes payable
and loan payable; |
|
|
|
|
● |
An
increase in initial derivative expense of approximately $166,000 related to the embedded conversion option contained in our
Fiscal 2016 Convertible Notes payable and warrant liabilities. |
Net
income (loss)
As
a result of the factors described above, our net income for the three months ended December 31, 2015 was $526,374, or a net income
per common share of $0.01 (basic and diluted). Our net loss for the three months ended December 31, 2014 was $836,903, or
a net loss per common share of $0.02 (basic and diluted). As a result of the factors described above, our net income for the nine
months ended December 31, 2015 was $142,693, or a net income per common share of $0.00 (basic and diluted). Our net loss for the
nine months ended December 31, 2015 was $1,047,128, or a net loss per common share of $0.03 (basic and diluted).
Liquidity
and Capital Resources
Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December
31, 2015 and March 31, 2015, we had cash balances of $2 and $4,362, respectively.
Our
working capital deficit decreased approximately $695,000 to working capital deficit of approximately $482,000 at December 31,
2015 from working capital deficit of approximately $1,177,000 at March 31, 2015. The decrease in working capital deficit was primarily
attributable to a decrease in derivative liabilities of approximately $797,000, offset by a decrease in cash of approximately
$4,000, an increase in accounts payable and accrued liabilities of approximately $59,000, an increase in accrued officer salary
and director fees of approximately $14,000, and an increase in loan payable of approximately $25,000.
During
the nine months ended December 31, 2015, a few investors and we entered into convertible promissory note agreements, providing
the issuance of a 10% convertible promissory notes (the “Fiscal 2016 Convertible Notes”) with an aggregate principal
amount of $211,250. The Fiscal 2016 Convertible Notes are due and payable on the third anniversary of the issue dates. The Investors
are entitled, at their option, at any time after the issuance of these Fiscal 2016 Convertible Notes, to convert all or any lesser
portion of the outstanding principal amount and accrued but unpaid interest into our common stock at a conversion price for each
share of common stock equal to $0.035. The conversion price of the Fiscal 2016 Convertible Notes shall be subject to adjustment
for issuances of common stock at a purchase price of less than the then-effective conversion price.
Cash
Flow
Net
cash flow used in operating activities was approximately $241,000 for the nine months ended December 31, 2015 as compared to net
cash flow used in operating activities of approximately $332,000 for the nine months ended December 31, 2014, a decrease of approximately
$92,000.
|
● |
Net
cash flow used in operating activities for the nine months ended December 31, 2015 primarily reflected the non-cash item of
gain from change in fair value of derivative liabilities of approximately $1,022,000, offset by a net income of approximately
$143,000, and the add-back of non-cash items, such as stock-based compensation expenses of approximately $124,000, stock issued
for loan fees of approximately $4,000, amortization of debt discount of approximately $179,000, and an initial fair value
of derivative liabilities of approximately $202,000, and the changes in operating assets and liabilities primarily consisting
of a decrease in prepaid expenses of approximately $10,000, an increase in accounts payable and accrued liabilities of approximately
$107,000, and an increase in accrued officer salary and director fees of approximately $14,000. |
|
● |
Net
cash flow used in operating activities for the nine months ended December 31, 2014 primarily reflected net loss of approximately
$1,047,000, and the changes in operating assets and liabilities primarily consisting of a decrease in accrued officer salary
and director fees of approximately $11,000 and a decrease in due to shareholders of approximately $8,000, offset by a decrease
in prepaid expenses of approximately $17,000 and an increase in accounts payable and accrued liabilities of approximately
$43,000, and the add-back of non-cash items, such as stock-based compensation and fees of approximately $60,000, loss on settlement
of loans approximately $6,000, amortization of debt discount of approximately $21,000, initial fair value of derivative liabilities
of approximately $36,000 and loss from change in fair value of derivative liabilities of approximately $551,000. |
We
did not incur any investing activity during the nine months ended December 31, 2015 and 2014.
Net
cash flow provided by financing activities was approximately $236,000 for the nine months ended December 31, 2015 as compared
to approximately $472,000 for the nine months ended December 31, 2014. During the nine months ended December 31, 2015, we received
proceeds from loan payable of $25,000 and received proceeds from convertible notes of approximately $211,000. During the nine
months ended December 31, 2014, we received proceeds from convertible notes of $400,000 and proceeds from sale of common stock
of approximately $72,000.
Our
primary uses of cash have been for salaries and fees paid to third parties for professional services. All funds received have
been expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease
in our liquidity over the near to long term:
|
● |
An
increase in working capital requirements to finance our current business, |
|
● |
Addition
of administrative and sales personnel as the business grows, and |
|
● |
The
cost of being a public company. |
We
currently have no material commitments for capital expenditures. We will need to raise additional funds, particularly if we are
unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions,
that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other
than working capital and funds received pursuant to the Securities Purchase Agreement, we presently have no other significant
alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our
company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing
operations and obligations. We do not anticipate we will be profitable in the rest of fiscal 2016. Therefore our future operation
is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt
securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn
in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities.
Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience
unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or
debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or
privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our
ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing,
we will be required to cease our operations.
We
anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future.
Therefore, our independent registered public accounting firm has raised substantial doubt about our ability to continue as a going
concern in their audit opinion for the years ended March 31, 2015 and 2014.
Our
liquidity is negatively impacted by the significant costs associated with our public company reporting requirements, costs associated
with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other
rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly
increase our legal and financial compliance costs and to make some activities more time consuming and costly.
Contractual
Obligations and Off-Balance Sheet Arrangements
Contractual
Obligations
We
have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs,
cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates.
We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant
assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information
within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize
our contractual obligations as of December 31, 2015, and the effect these obligations are expected to have on our liquidity and
cash flows in future periods.
| |
Payments Due by Period | |
Contractual obligations: | |
Total | | |
Less than 1 year | | |
1-3 years | | |
3-5 years | | |
5+ years | |
Convertible notes payable (principal) | |
$ | 522,740 | | |
$ | - | | |
$ | 522,740 | | |
$ | - | | |
$ | - | |
Loan payable (principal) | |
| 25,000 | | |
| 25,000 | | |
| - | | |
| - | | |
| - | |
Accrued interest for convertible notes and loan | |
| 44,540 | | |
| 44,540 | | |
| - | | |
| - | | |
| - | |
Total | |
$ | 592,280 | | |
$ | 69,540 | | |
$ | 522,740 | | |
$ | - | | |
$ | - | |
Off-balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM
4. CONTROLS AND PROCEDURES
(A)
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As
of December 31, 2015, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the
evaluation of these controls and procedures, our principal executive officer and principal financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this report.
(B)
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
were no changes in our internal control over financial reporting in our third fiscal quarter of the fiscal year ended March 31,
2016 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART
II-OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We
are not currently a party to any legal proceedings.
ITEM
1A. RISK FACTORS
As
a smaller reporting company, we are not required to provide risk factors in this Form 10-Q.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Common
stock issued for service
On
October 26, 2015, we issued 250,000 restricted shares of common stock to a consultant for services rendered and to be rendered.
On
December 15, 2015, we issued 2,500,000 restricted shares of common stock to our chief executive officer for services rendered.
On
December 15, 2015, we issued 1,500,000 restricted shares of common stock to a director for services rendered.
On
December 15, 2015, we issued 250,000 restricted shares of common stock to an attorney for services to be rendered.
Common
stock issued for notes conversion
In January 2016, the principal amount
of $42,000 of Fiscal 2015 Convertible Notes was converted into 2,100,000 shares of our common stock at the conversion price of
$0.02 per share.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
31.1 |
Rule 13a-14(a)/15d-14(a) certification of Chief Executive
Officer |
31.2 |
Rule 13a-14(a)/15d-14(a) certification of Principal
Financial Officer |
32.1 |
Section 1350 certification of Chief Executive Officer
and Chief Financial Officer |
101.INS |
XBRL
Instance Document |
101.SCH |
XBRL
Taxonomy Extension Schema Document |
101.CAL |
XBRL
Taxonomy Extension Calculation Linkbase Document |
101.DEF |
XBRL
Taxonomy Extension Definition Linkbase Document |
101.LAB |
XBRL
Taxonomy Extension Label Linkbase Document |
101.PRE |
XBRL
Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
LEGACYXCHANGE, INC. |
|
|
|
Date:
February 22, 2016 |
By: |
/s/ William Bollander |
|
|
William Bollander, Chief Executive Officer |
|
|
|
Date:
February 22, 2016 |
By: |
/s/ Adam Wasserman |
|
|
Adam
Wasserman, Chief Financial Officer |
28
Exhibit
31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE
SARBANES-OXLEY
ACT OF 2002
I,
William Bollander, certify that: |
|
|
|
1. I
have reviewed this quarterly report on Form 10-Q of LegacyXChange, Inc.; |
|
|
|
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
|
3. Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report; |
|
|
|
4. The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
|
|
|
|
b) |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; |
|
|
|
|
d) |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
|
|
|
5. The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function): |
|
|
|
|
a) |
all
significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information;
and
|
|
b) |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting. |
Dated:
February 22, 2016 |
By: |
/s/ William Bollander |
|
|
William
Bollander
Chief Executive Officer
(Principal Executive Officer) |
Exhibit
31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT
TO SECTION 302 OF THE
SARBANES-OXLEY
ACT OF 2002
I,
Adam Wasserman, certify that: |
|
|
|
1. I
have reviewed this quarterly report on Form 10-Q of LegacyXChange, Inc.; |
|
|
|
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
|
3. Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report; |
|
|
|
4. The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
|
|
|
|
b) |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; |
|
|
|
|
d) |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
|
|
|
5. The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent function): |
|
|
|
|
a) |
all
significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
b) |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting. |
Dated:
February 22, 2016 |
By:
|
/s/
AdamWasserman |
|
|
Adam
Wasserman
Chief
Financial Officer
(Principal Financial Officer) |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of LegacyXChange, Inc. (the “Company”) on Form 10-Q for the period ended December
31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), William Bollander,
chief executive officer of the Company, and Adam Wasserman, chief financial officer of the Company, certify, pursuant to 18 U.S.C.
section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and |
| (2) | The
information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company. |
Date:
February 22, 2016 |
By: |
/s/ William
Bollander |
|
|
William
Bollander
Chief
Executive Officer |
|
|
(Principal
Executive Officer) |
Date:
February 22, 2016 |
By: |
/s/
AdamWasserman |
|
|
Adam
Wasserman
Chief
Financial Officer
(Principal
Financial Officer) |
|
|
|
A
signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the electronic version of this written statement has been provided to
the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
v3.3.1.900
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v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
CURRENT ASSETS: |
|
|
Cash |
$ 2
|
$ 4,362
|
Prepaid expenses |
28,829
|
$ 28,801
|
Inventories |
570
|
|
Total Current Assets |
29,401
|
$ 33,163
|
TOTAL ASSETS |
29,401
|
33,163
|
CURRENT LIABILITIES: |
|
|
Accounts payable and accrued liabilities |
173,040
|
113,747
|
Accrued officer salary and director fees |
22,150
|
$ 8,050
|
Loan payable |
25,000
|
|
Derivative liabilities |
290,885
|
$ 1,088,085
|
Total Current Liabilities |
511,075
|
1,209,882
|
Convertible notes payable, net of discount |
160,328
|
70,087
|
TOTAL LIABILITIES |
$ 671,403
|
$ 1,279,969
|
COMMITMENTS (Note 10) |
|
|
STOCKHOLDERS' DEFICIT: |
|
|
Preferred stock ($0.001 par value; 10,000,000 shares authorized; No shares issued or outstanding at December 31, 2015 and March 31, 2015) |
|
|
Common stock, ($0.001 par value; 190,000,000 shares authorized; 49,130,056 and 36,951,165 shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively) |
$ 49,130
|
$ 36,951
|
Additional paid-in capital |
8,782,138
|
8,332,206
|
Accumulated deficit |
(9,473,270)
|
(9,615,963)
|
TOTAL STOCKHOLDERS' DEFICIT |
(642,002)
|
(1,246,806)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ 29,401
|
$ 33,163
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
Preferred stock, shares issued |
|
|
Preferred stock, shares outstanding |
|
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
190,000,000
|
190,000,000
|
Common stock, shares issued |
49,130,056
|
36,951,165
|
Common stock, shares outstanding |
49,130,056
|
36,951,165
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Statement [Abstract] |
|
|
|
|
REVENUE, NET |
|
$ 79
|
|
$ 437
|
COST OF REVENCUE |
|
690
|
|
2,226
|
GROSS LOSS |
|
(611)
|
|
(1,789)
|
OPERATING EXPENSES |
|
|
|
|
Compensation and related taxes |
$ 72,540
|
36,325
|
$ 140,306
|
122,887
|
Professional fees |
64,015
|
149,887
|
280,104
|
244,151
|
Other selling, general and administrative |
11,459
|
34,227
|
37,030
|
56,938
|
TOTAL OPERATING EXPENSES |
148,014
|
220,439
|
457,440
|
423,976
|
LOSS FROM OPERATIONS |
(148,014)
|
(221,050)
|
(457,440)
|
(425,765)
|
OTHER INCOME (EXPENSE) |
|
|
|
|
Interest expense |
(56,366)
|
(28,978)
|
(219,990)
|
(28,978)
|
Initial derivative expense |
(35,486)
|
(35,875)
|
(202,323)
|
(35,875)
|
Gain (loss) from change in fair value of derivative liabilities |
$ 766,240
|
$ (551,000)
|
$ 1,022,446
|
(551,000)
|
Loss on settlement of loans |
|
|
|
(5,510)
|
TOTAL OTHER INCOME (EXPENSE), NET |
$ 674,388
|
$ (615,853)
|
$ 600,133
|
(621,363)
|
NET INCOME (LOSS) |
$ 526,374
|
$ (836,903)
|
$ 142,693
|
$ (1,047,128)
|
NET INCOME (LOSS) PER COMMON SHARE |
|
|
|
|
Basic |
$ 0.01
|
$ (0.02)
|
$ 0.00
|
$ (0.03)
|
Diluted |
$ 0.01
|
$ (0.02)
|
$ 0.00
|
$ (0.03)
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: |
|
|
|
|
Basic |
45,597,447
|
36,951,165
|
42,167,788
|
35,879,354
|
Diluted |
67,095,860
|
36,951,165
|
63,895,607
|
35,879,354
|
X |
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v3.3.1.900
Consolidated Statement of Changes in Stockholders' Equity Deficit - 9 months ended Dec. 31, 2015 - USD ($)
|
Total |
Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Beginning balance at Mar. 31, 2015 |
$ (1,246,806)
|
|
$ 36,951
|
$ 8,332,206
|
$ (9,615,963)
|
Beginning balance, shares at Mar. 31, 2015 |
|
|
36,951,165
|
|
|
Stock issued for services |
134,215
|
|
$ 6,230
|
127,985
|
|
Stock issued for services, shares |
|
|
6,230,000
|
|
|
Stock issued for accounts payable - related party |
36,667
|
|
$ 909
|
35,758
|
|
Stock issued for accounts payable - related party, shares |
|
|
908,807
|
|
|
Stock issued for note conversions |
88,510
|
|
$ 4,425
|
84,085
|
|
Stock issued for note conversions, shares |
|
|
4,425,500
|
|
|
Stock issued for accrued interest |
10,792
|
|
$ 540
|
10,252
|
|
Stock issued for accrued interest, shares |
|
|
539,584
|
|
|
Stock issued for loan fees |
3,600
|
|
$ 75
|
3,525
|
|
Stock issued for loan fees, share |
|
|
75,000
|
|
|
Reclassification of derivative liabilities upon notes conversion |
188,327
|
|
|
$ 188,327
|
|
Net income |
142,693
|
|
|
|
$ 142,693
|
Ending balance at Dec. 31, 2015 |
$ (642,002)
|
|
$ 49,130
|
$ 8,782,138
|
$ (9,473,270)
|
Ending balance, shares at Dec. 31, 2015 |
|
|
49,130,056
|
|
|
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v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
CASH FLCCOWS FROM OPERATING ACTIVITIES |
|
|
Net income (loss) |
$ 142,693
|
$ (1,047,128)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
Stock-based compensation expenses |
124,233
|
$ 59,554
|
Stock issued for loan fees |
$ 3,600
|
|
Loss on settlement of loans |
|
$ 5,510
|
Amortization of debt discount |
$ 178,751
|
21,285
|
Initial fair value of derivative liabilities |
202,323
|
35,875
|
(Gain) loss from change in fair value of derivative liabilities |
(1,022,446)
|
551,000
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
$ 9,954
|
17,496
|
Security deposit |
|
$ 636
|
Inventories |
$ (570)
|
|
Accounts payable and accrued liabilities |
$ 106,752
|
$ 43,446
|
Deferred revenue |
|
(327)
|
Accrued officer salary and director fees |
$ 14,100
|
(11,200)
|
Due to shareholders |
|
(8,218)
|
Due to officer |
|
(338)
|
Net cash used in operating activities |
$ (240,610)
|
$ (332,409)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds received from loan payable |
25,000
|
|
Proceeds received from convertible notes |
$ 211,250
|
$ 400,000
|
Proceeds received from sale of stock |
|
71,895
|
Net cash provided by financing activities |
$ 236,250
|
471,895
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(4,360)
|
139,486
|
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD |
4,362
|
9,345
|
CASH AND CASH EQUIVALENTS - END OF PERIOD |
$ 2
|
$ 148,831
|
Cash paid for: |
|
|
Interest |
|
|
Income taxes |
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
Stock issued for future services |
$ 45,825
|
$ 33,060
|
Stock issued for accrued liabilities |
$ 36,667
|
|
Stock issued for loans' principal |
|
$ 20,000
|
Stock issued for convertible notes' principal |
$ 88,510
|
|
Stock issued for accrued interest |
$ 10,792
|
$ 2,000
|
Stock issued for common stock subscription advances |
|
$ 113,525
|
Initial debt discount recorded on convertible notes |
$ 211,250
|
|
Derivative liabilities reclassified to additional paid-in capital upon note conversions |
$ 188,327
|
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v3.3.1.900
Organization and Nature of Operations
|
9 Months Ended |
Dec. 31, 2015 |
Organization and Nature of Operations [Abstract] |
|
ORGANIZATION AND NATURE OF OPERATIONS |
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS LegacyXChange, Inc. (formerly True 2 Beauty, Inc.) (the “Company”) was originally incorporated as Burrow Mining, Inc., a Nevada corporation, on December 11, 2006. In February 2010, the Company shifted its focus to the beauty industry and later amended its Articles of Incorporation and changed its name to True 2 Beauty, Inc. to better reflect its new business focus. On July 10, 2012, the Company formed a new wholly owned subsidiary True2Bid, Inc. (“True2Bid”), which was incorporated in the state of Nevada. This subsidiary’s name was changed to LegacyXChange, Inc. (“LegacyXChange”) in December 2014. The Company continued to sell existing inventory of beauty products through May 2013 when the final inventory was sold. LegacyXChange plans to operate an online e-commerce platform focused on delivering users a wide array of sports and entertainment related products that can be won in an action packed environment of a live auction. On July 2, 2015, pursuant to a Certificate of Dissolution filing with the Nevada Secretary of State, the Company dissolved LegacyXChange, Inc. (formerly True2Bid, Inc.) to allow for the change in name of its parent company, True 2 Beauty, Inc., to LegacyXChange, Inc. The Company plans on launching its website, LegacyXChange.com, for the trading of collectibles and memorabilia across numerous product categories. Following secure chain of custody protocols that guarantee authenticity from origination, and utilizing unique proprietary DNA “Marks” that cannot be counterfeited, the Company’s anticipated inventory of collectibles will be permanently marked with DNA, which can only be verified through DNA analysis. The Company’s goal is to provide the ongoing ability to guarantee authenticity of items with 100% surety. The Company will track ownership for all Original items, and only the Company can verify authenticity. The Company will work with athletes and celebrities as they create high valued new collectibles, items that will differentiate from those already in the marketplace. The site will also allow non-“Marked” third party collectible items to be listed and sold. However, any third party items, which claim to have authentic signatures, will have to provide documentation of authenticity from a Company-approved expert authentication company. The site will offer sellers multiple opportunities to advertise and promote the sale of items.
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v3.3.1.900
Basis of Presentation, Going Concern and Summary of Significant Accounting Policies
|
9 Months Ended |
Dec. 31, 2015 |
Organization and Nature of Operations [Abstract] |
|
BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES |
NOTE 2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICITES Principles of consolidation The Company’s consolidated financial statements for the three and nine months ended December 31, 2014 include the financial statement of its wholly-owned subsidiary, True2Bid, Inc. With the dissolution of this subsidiary in July 2015, the financial statements for the three and nine months ended December 31, 2015 are no longer consolidated. All intercompany accounts and transactions have been eliminated in consolidation for the 2014 amounts. Basis of presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended March 31, 2015 and 2014 included in the Company’s Form 10-K. Going concern These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $457,440 and $425,765 for the nine months ended December 31, 2015 and 2014, respectively, and net cash used in operations of $240,610 and $332,409 for the nine months ended December 31, 2015 and 2014, respectively, and an accumulated deficit, a stockholders’ deficit and a working capital deficit of $9,473,270, $642,002 and $481,674, respectively, at December 31, 2015, did not generate any revenue for the nine months ended December 31, 2015 and had a gross loss for the nine months ended December 31, 2014. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. There is no assurance these plans will be realized. Use of estimates The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and nine months ended December 31, 2015 and 2014 include the valuation of deferred tax assets, valuation of derivative liabilities and the valuation of stock-based compensation and fees. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | ● | Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| ● | Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| ● | Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
The carrying amounts reported in the unaudited consolidated balance sheets for cash, inventories, accounts payable and accrued liabilities, accrued officer salary and director fees, and loan payable, approximate their fair market value based on the short-term maturity of these instruments. Certain financial instruments, such as certain accrued liabilities, embody obligations that require (or permit at the Company’s discretion) settlement by issuance of a variable number of the Company’s common shares that have a value equal to a fixed monetary amount. The number of shares required to be issued to settle that unconditional obligation is variable, because that number of common shares will be determined by the fair value of the Company’s common shares on the date of settlement or over a stated period of time, such as the average over the last 30 days before settlement, or the beginning of the quarter. Pursuant to
ASC 480-10-25-14(a), the financial instruments are classified as a
liability at the fixed monetary amount with a charge to expense to increase the obligation to the fixed monetary amount. Upon issuance of the shares to settle the obligation, equity is increased by the amount of the liability and no gain or loss is recognized for the difference between the settlement date or average market price and the ending market price. The following table reflects changes for the nine months ended December 31, 2015 for all financial assets and liabilities categorized as Level 3: | | Derivative Liabilities | | | Fixed Monetary Obligation | | Balance as of March 31, 2015 | | $ | 1,088,085 | | | $ | 6,667 | | Increase in fair value of fixed monetary obligation | | | - | | | | 12,000 | | Initial fair value of derivative liabilities attributable to conversion feature and warrants | | | 413,573 | | | | - | | Reclassification of derivative liabilities upon notes conversion | | | (188,327 | ) | | | - | | Decrease in fair value of fixed monetary obligation | | | - | | | | (14,667 | ) | Gain from change in the fair value of derivative liabilities | | | (1,022,446 | ) | | | - | | Balance as of December 31, 2015 | | $ | 290,885 | | | $ | 4,000 | |
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and cash equivalents Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at December 31, 2015 and March 31, 2015. Inventories and cost of revenue Inventories are stated at the lower of cost or market value. Cost is determined using the cost to acquire inventory and is valued using the first-in, first-out method. Any inventory adjustments are based upon management’s review of inventories on hand compared to estimated future usage and sales. Inventories of finished goods totaled $570 and $0 at December 31, 2015 and March 31, 2015, respectively. Revenue recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s specific revenue recognition policies are as follows: | ● | Product sales from the sale of beauty products by the parent entity (which ceased in May 2013) and sales of products through the subsidiary’s auction site are recognized when the product is shipped to the customer and title is transferred. |
| ● | To participate in the Company’s auction program, consumers are required to purchase bid packages directly from the Company. Proceeds from the sales of bid packages are recorded as deferred revenue until recognizable as discussed below. In connection with the sale of bid packages, the Company utilized the User-based Revenue Model (“UBRM”). The UBRM is based on the presumption that the period of delivery for the bid package is the estimated average user life, which was estimated by the Company to be 60 days. Consequently, revenue from the sale of bid packages is recognized ratably over the estimated user life of 60 days. |
Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50, for share-based payments to consultants and other third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Income taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of December 31, 2015 and March 31, 2015, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited consolidated financial statements. The Company recognizes and accrues for tax related interest and penalties when assessed. As of December 31 and March 31, 2015, the Company has not been assessed any interest or penalties. Shipping costs Shipping costs are included in other selling, general and administrative expense and totaled $0 and $27 for the three months ended December 31, 2015 and 2014, respectively. Shipping costs totaled $2 and $142 for the nine months ended December 31, 2015 and 2014, respectively. Advertising Advertising is expensed as incurred and is included in other selling, general and administrative expense. The Company did not incur any advertising expense for the three and nine months ended December 31, 2015 and 2014. Research and development Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development expense during the three and nine months ended December 31, 2015 and 2014. Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) allocable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s income (loss) subject to anti-dilution limitations. For the three and nine months ended December 31, 2015, potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible debt (using the if-converted method). For the three and nine months ended December 31, 2014, all potentially dilutive securities are excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net income (loss) per share: | | Three Months Ended December 31, | | | Nine Months Ended December 31, | | | | 2015 | | | 2014 | | | 2015 | | | 2014 | | Net income (loss) available to common stockholders for basic and diluted net income (loss) per share of common stock | | $ | 526,374 | | | $ | (836,903 | ) | | $ | 142,693 | | | $ | (1,047,128 | ) | Weighted average common stock outstanding - basic | | | 45,597,447 | | | | 36,951,165 | | | | 42,167,788 | | | | 35,879,354 | | Effect of dilutive securities: | | | | | | | | | | | | | | | | | Warrants | | | - | | | | - | | | | 789,645 | | | | - | | Convertible debentures | | | 21,498,413 | | | | - | | | | 20,938,174 | | | | - | | Weighted average common stock outstanding - diluted | | | 67,095,860 | | | | 36,951,165 | | | | 63,895,607 | | | | 35,879,354 | | Net income (loss) per common share - basic | | $ | 0.01 | | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.03 | ) | Net income (loss) per common share - diluted | | $ | 0.01 | | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.03 | ) |
The Company’s aggregate
common stock equivalents at December 31, 2015 and 2014 included the following: | | December 31, 2015 | | | December 31, 2014 | | Stock warrants | | | 5,273,315 | | | | 1,048,315 | | Total | | | 5,273,315 | | | | 1,048,315 | |
Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. Recent accounting pronouncements Accounting
standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
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v3.3.1.900
Prepaid Expenses
|
9 Months Ended |
Dec. 31, 2015 |
Prepaid Expenses [Abstract] |
|
PREPAID EXPENSES |
NOTE 3 – PREPAID EXPENSES At December 31, 2015 and March 31, 2015, prepaid expenses consisted of the following: | | December 31, 2015 | | | March 31, 2015 | | Prepaid professional service fees | | $ | 27,429 | | | $ | 28,801 | | Prepaid other expense | | | 1,400 | | | | - | | | | $ | 28,829 | | | $ | 28,801 | |
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v3.3.1.900
Accounts Payable and Accrued Liabilities
|
9 Months Ended |
Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] |
|
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At December 31, 2015 and March 31, 2015, accounts payable and accrued liabilities consisted of the following: | | December 31, 2015 | | | March 31, 2015 | | Accrued interest | | $ | 44,540 | | | $ | 17,693 | | Accrued professional fees (includes $4,000 fixed monetary obligation, see Note 2) | | | 90,291 | | | | 67,364 | | Accrued payroll taxes | | | 34,496 | | | | 28,690 | | Other | | | 3,713 | | | | - | | | | $ | 173,040 | | | $ | 113,747 | |
|
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- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
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v3.3.1.900
Accrued Officer Salary and Director Fees
|
9 Months Ended |
Dec. 31, 2015 |
Accrued Officer Salary and Director Fees [Abstract] |
|
ACCRUED OFFICER SALARY AND DIRECTOR FEES |
NOTE 5 – ACCRUED OFFICER SALARY AND DIRECTOR FEES In connection with the employment of a board of directors member, the Company has agreed to compensate him as follows: an initial payment of $1,500 and quarterly payments of $1,500 during the term which he serves as a director of the Company. At December 31, 2015 and March 31, 2015, the amount due to this director was $4,750 and was included in accrued officer salary and director fees in the accompanying consolidated balance sheets. At December 31, 2015 and March 31, 2015, the accrued and unpaid CEO’s salary was $17,400 and $3,300, respectively, and was included in accrued officer salary and director fees in the accompanying consolidated balance sheets. At December 31, 2015 and March 31, 2015, accrued officer salary and director fees consisted of the following: | | December 31, 2015 | | | March 31, 2015 | | Accrued director's fees | | $ | 4,750 | | | $ | 4,750 | | Accrued officer’s salary | | | 17,400 | | | | 3,300 | | | | $ | 22,150 | | | $ | 8,050 | |
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v3.3.1.900
Loan Payable
|
9 Months Ended |
Dec. 31, 2015 |
Loan Payable and Convertible Notes Payable [Abstract] |
|
LOAN PAYABLE |
NOTE 6 – LOAN PAYABLE On July 7, 2015, the Company entered into a loan agreement, providing for the issuance of a loan in the principal amount of $25,000. The term of the loan is for a period of 60 days from the execution of the agreement with a twenty-day grace period. The annual interest rate for the loan is 10%. The Company paid the lender additional consideration of 75,000 shares of common stock valued at $3,600 and recorded as interest expense. The Company defaulted to repay the loan as of December 31, 2015. At December 31, 2015, the outstanding principal balance of the loan and related accrued and unpaid interest for the loan was $25,000 and $1,219, respectively.
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v3.3.1.900
Related Party Transactions
|
9 Months Ended |
Dec. 31, 2015 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE 7 – RELATED PARTY TRANSACTIONS Effective November 1, 2014, the Company entered into a service agreement with CFO Oncall Inc., a company majority owned by the Company’s Chief Financial Officer. In accordance with the service agreement, the service fee is $5,000 per month, which is payable as $3,000 in cash payable in advance on the 1st of each month, and $2,000 payable at the Company’s option in cash or the Company’s common stock. On June 1, 2015 and August 5, 2015, the Company issued 726,989 and 181,818 restricted shares of common stock to CFO Oncall, Inc. pursuant to the service agreement, respectively, (See Note 9). At December 31, 2015 and March 31, 2015, amounts due to CFO Oncall amounted to $28,000 and $22,667, respectively, which are included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Convertible Notes Payable
|
9 Months Ended |
Dec. 31, 2015 |
Loan Payable and Convertible Notes Payable [Abstract] |
|
CONVERTIBLE NOTES PAYABLE |
NOTE 8 – CONVERTIBLE NOTES PAYABLE Fiscal 2015 Convertible Notes In October and November 2014, the Company and 7 investors (the “Investors”), subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price, entered into convertible promissory note agreements, providing the issuance of 10% convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $400,000. The Convertible Notes are due and payable on the third anniversary of the date of issuance through October 2017. The Investors are entitled, at their option, at any time after the issuance of these Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price for each share of common stock equal to $0.02. In the event a registration statement is not filed by either the Company within 60 days following the completion of this Offering, or the full amount of Conversion Shares are not included in the first registration statement filed by either entity, or if such registration statement including the Conversion Shares is not declared effective within 180 days following the completion of the Offering, the Convertible Notes shall then be convertible at the option of the Holder into shares of the common stock, par value $.001 per share, of the Company at a conversion price equal to the lesser of $0.02 per share or a 25% discount to the average closing bid price of the Parent Company’s stock for the five days immediately prior to the day upon which the Company receives a written conversion notice from the Holder for any portion of the Notes. The Penalty Conversion shall remain in effect until such time as the Company’s registration statement, including the Conversion Shares is declared effective by the SEC. In connection with the issuance of these Convertible Notes above, the Company determined that the terms of the Convertible Notes include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Binomial Option Pricing Model. On the initial measurement date, the fair value of the embedded conversion option derivative of $419,000 was recorded as a derivative liability and was allocated as a debt discount up to the proceeds of the notes $383,125 with the remainder $35,875 charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract was recorded as a component of other income/(expense) in the accompanying consolidated statements of operations. In July 2015, the principal amount of $88,510 of this Fiscal 2015 Convertible Notes was converted into 4,425,500 shares of the Company’s common stock at the contractual conversion price of $0.02 per share. At December 31, 2015, the principal amount due under this Fiscal 2015 Convertible Notes was $311,490. During the nine months ended December 31, 2015, the fair value of the derivative liabilities were estimated using the Binomial option-pricing model with the following assumptions: Dividend rate | | 0 | Term (in years) | | 1.79 to 2.29 years | Volatility | | 121.91% to 195.81% | Risk-free interest rate | | 0.92% to 1.31% |
At each reporting date and on the conversion dates of this Fiscal 2015 Convertible Notes, the Company valued the embedded conversion option derivative liabilities resulting in a gain and a loss from change in fair value of derivative liabilities of $444,127 and $551,000 for the three months ended December 31, 2015 and 2014, respectively. The Company valued the embedded conversion option derivative liabilities resulting in a gain and a loss from change in fair value of derivative liabilities of $723,598 and $551,000 for the nine months ended December 31, 2015 and 2014, respectively. For the three and nine months ended December 31, 2015, the embedded conversion option derivative liabilities of $188,327 were reclassified to additional paid-in capital upon the related notes conversion. For the three months ended December 31, 2015 and 2014, amortization of debt discounts related to these convertible notes amounted to $24,862 and $21,285, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. For the nine months ended December 31, 2015 and 2014, amortization of debt discounts related to these convertible notes amounted to $147,588 and $21,285, respectively, which has been included in interest expense on the accompanying consolidated statements of operations.
At December 31, 2015 and March 31, 2015, fiscal 2015 convertible promissory notes consisted of the following: | | December 31, 2015 | | | March 31, 2015 | | Principal amount | | $ | 311,490 | | | $ | 400,000 | | Less: unamortized debt discount | | | (182,325 | ) | | | (329,913 | ) | Convertible notes payable, net | | $ | 129,165 | | | $ | 70,087 | |
Fiscal 2016 Convertible Notes Fiscal 2016 Convertible Notes with principal amount of $115,000 On May 19, 2015 and June 1, 2015 and June 23, 2015, the Company and 5 investors (the “Investors”) entered into convertible promissory note agreements, providing the issuance of 10% convertible promissory notes (the “Fiscal 2016 Convertible Notes”) with an aggregate principal amount of $115,000. These convertible notes are due and payable on the third anniversary of the date of May 19, 2018 and June 1, 2018 and June 23, 2018. The Investors are entitled, at their option, at any time after the issuance of these convertible notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price for each share of common stock equal to $0.05. The conversion price of the convertible notes shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. On August 31, 2015, the conversion price of $0.05 per share was amended to $0.035 per share since the Company issued additional convertible notes with conversion price of $0.035 (see Fiscal 2016 Convertible Notes with principal amount of $96,250). In connection with the issuance of these convertible notes, the Company issued five-year common stock purchase warrants (“Warrants”) exercisable at $0.07 per share. These investors received 20 Warrants for each dollar invested in the convertible notes. The exercise price of the Warrant shall be subject to adjustment for issuance of common stock at a consideration per share of less than the then-effective exercise price. On August 31, 2015, the exercise price of the Warrant of $0.07 per share was amended to $0.035 per share since the Company issued additional five-year common stock purchase warrants with exercise price of $0.035 (see Fiscal 2016 Convertible Notes with principal amount of $96,250). In connection with the issuance of these convertible notes, the Company determined that the terms of the convertible notes and the 2,300,000 warrants include down-round provisions under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments and the warrants were accounted for as a derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and warrants derivatives was determined using the Binomial Option Pricing Model. On the initial measurement date, the fair value of the embedded conversion option derivatives and warrants derivatives of $234,455 was recorded as a derivative liability and was allocated as a debt discount up to the proceeds of the notes $115,000 with the remainder $119,455 charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract will be recorded as a component of other income/(expense) in the consolidated statements of operations. Fiscal 2016 Convertible Notes with principal amount of $96,250 On August 31, 2015 and September 8, 2015 and September 25, 2015 and October 9, 2015, the Company and 5 investors (the “Investors”) entered into convertible promissory note agreements, providing the issuance of a 10% convertible promissory notes (the “Fiscal 2016 Convertible Notes”) with an aggregate principal amount of $96,250. These convertible notes are due and payable on the third anniversary of the date of August 31, 2018 and September 8, 2018 and September 25, 2018 and October 8, 2018. The Investors are entitled, at their option, at any time after the issuance of these convertible notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price for each share of common stock equal to $0.035. The conversion price of the convertible notes shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price.
In connection with the issuance of these convertible notes, the Company issued five-year common stock purchase warrants (“Warrants”) exercisable at $0.035 per share. These investors received 20 Warrants for each dollar invested in the convertible notes. The exercise price of the Warrants shall be subject to adjustment for issuance of common stock at a consideration per share of less than the then-effective exercise price. In connection with the issuance of these convertible notes, the Company determined that the terms of the convertible notes and the 1,925,000 warrants include down-round provisions under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments and the warrants were accounted for as a derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and warrants derivatives was determined using the Binomial Option Pricing Model. On the initial measurement date, the fair value of the embedded conversion option derivatives and warrants derivatives of $179,118 was recorded as a derivative liability and was allocated as a debt discount up to the proceeds of the notes $96,250 with the remainder $82,868 charged to current period operations as initial derivative expense. Any gains and losses recorded from changes in the fair value of the liability for derivative contract will be recorded as a component of other income/(expense) in the consolidated statements of operations. During the nine months ended December 31, 2015, the fair value of the derivative liabilities were estimated using the Binomial option-pricing model with the following assumptions: Dividend rate | | 0 | Term (in years) | | 2.38 to 5.00 years | Volatility | | 160.74% to 290.63% | Risk-free interest rate | | 0.92% to 1.76% |
At each reporting date and on the initial
measurements of the derivative liabilities, the Company valued the embedded conversion option derivative liabilities and the
warrants derivative liabilities resulting in a gain from change in fair value of derivative liabilities of $322,113 and $298,848, respectively, for the three and nine months ended December 31, 2015. For the three and nine months ended December 31, 2015, amortization of debt discounts related to these convertible notes amounted to $17,604 and $31,163, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. At December 31, 2015 and March 31, 2015, fiscal 2016 convertible promissory notes consisted of the following: | | December 31, 2015 | | | March 31, 2015 | | Principal amount | | $ | 211,250 | | | $ | - | | Less: unamortized debt discount | | | (180,087 | ) | | | - | | Convertible notes payable, net | | $ | 31,163 | | | $ | - | |
At December 31, 2015 and March 31, 2015, the total convertible promissory notes mentioned above consisted of the following: | | December 31, 2015 | | | March 31, 2015 | | Principal amount | | $ | 522,740 | | | $ | 400,000 | | Less: unamortized debt discount | | | (362,412 | ) | | | (329,913 | ) | Convertible notes payable, net | | $ | 160,328 | | | $ | 70,087 | |
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v3.3.1.900
Stockholders' Deficit
|
9 Months Ended |
Dec. 31, 2015 |
Stockholders' Deficit [Abstract] |
|
STOCKHOLDERS' DEFICIT |
NOTE 9 – STOCKHOLDERS’ DEFICIT Authorized shares The Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock. As of December 31, 2015 and March 31, 2015, no shares were issued and outstanding. The Company is authorized to issue 190,000,000 shares of its $0.001 par value common stock. As of December 31, 2015 and March 31, 2015, 49,130,056 and 36,951,165 shares of common stock were issued and outstanding, respectively. Common stock issued for services On April 27, 2015, the Company issued 100,000 restricted shares of common stock to an attorney for services rendered. The shares were valued at the fair market value of $0.06 per share based on the closing bid price on the grant date. The Company recorded stock-based legal fees of $6,000 for the nine months ended December 31, 2015. On May 1, 2015, the Company issued 180,000 restricted shares of common stock to an attorney for services to be rendered. The shares were valued at the fair market value of $0.0549 per share based on the closing bid price on the grant date. The Company recorded stock-based legal fees of $6,589 for the nine months ended December 31, 2015 and had a remaining prepaid expense of $3,293 at December 31, 2015, which will be amortized over the remaining service period. On May 1, 2015, the Company issued 175,000 vested shares of common stock to an attorney for
services to be
rendered. The shares were valued at the fair market value of $0.0549 per share on the grant date which is the measurement date based on the closing bid price on the grant date. The Company recorded stock-based legal fees of $6,400 for the nine months ended December 31, 2015 and had a remaining prepaid expense of $3,208 at December 31, 2015, which will be amortized over the remaining service period. On June 1, 2015, the Company issued 726,989 restricted shares of common stock to a company controlled by the Company’s Chief Financial Officer for compensation and to settle accrued liabilities of $26,667 pursuant to the related service agreement (See Note 7). The shares were valued at $26,667 based on 60% of the closing bid price of the Company’s common stock on the last trading day of the previous quarter as defined in the service agreement. No gain or loss was recognized on this settlement. On June 1, 2015, the Company issued 250,000 vested shares of common stock to a consultant for marketing services to be rendered. The shares were valued at the fair market value of $0.054 per share on the grant date which is the measurement date based on the closing bid price on the grant date. The Company recorded stock-based marketing service fees of $7,875 for the nine months ended December 31, 2015 and had a remaining prepaid expense of $5,625 at December 31, 2015, which will be amortized over the remaining service period. On July 1, 2015, the Company issued 100,000 vested shares of common stock to a consultant for web design services to be rendered. The shares were valued at the fair market value of $0.06 per share on the grant date which is the measurement date based on the closing bid price on the grant date. The Company recorded stock-based consulting fees of $3,000 for the nine months ended December 31, 2015 and had a remaining prepaid expense of $3,000 at December 31, 2015, which will be amortized over the remaining service period. On August 5, 2015, the Company issued 181,818 restricted shares of common stock to a company controlled by the Company’s Chief Financial Officer for compensation and to settle accrued liabilities of $10,000 pursuant to the related service agreement (See Note 7). The shares were valued at $10,000 based on 60% of the closing bid price of the Company’s common stock on the last trading day of the previous quarter as defined in the service agreement. No gain or loss was recognized on this settlement. On August 5, 2015, the Company issued 125,000 vested shares of common stock to two accounting consultants for services rendered and 800,000 vested shares of common stock to two IT professionals for services rendered. The shares were valued at the fair market value of $0.04 per share on the grant date which is the measurement date based on the closing bid price on the grant date. The Company recorded stock-based accounting fees of $5,000 and stock-based consulting fees of $32,000, respectively, for the nine months ended December 31, 2015. On October 26, 2015, the Company issued 250,000 restricted shares of common stock to a consultant for services rendered and to be rendered. The shares were valued at the fair market value of $0.0389 per share based on the closing bid price on the grant date. The Company recorded stock-based consulting fees of $6,807 for the nine months ended December 31, 2015 and had a remaining prepaid expense of $2,918 at December 31, 2015, which will be amortized over the remaining service period. On December 15, 2015, the Company issued 2,500,000 and 1,500,000 restricted shares of common stock to its officer and director, respectively, for services rendered. The shares were valued at the fair market value of $0.01 per share based on the closing bid price on the grant date. The Company recorded stock-based compensation of $40,000 for the nine months ended December 31, 2015. On December 15, 2015, the Company issued 250,000 restricted shares of common stock to an attorney for services to be rendered. The shares were valued at the fair market value of $0.01 per share based on the closing bid price on the grant date. The Company recorded prepaid expenses of $2,500 which will be amortized over the service period. Common stock issued for notes conversion and accrued interest On July 9, 2015, $27,510 principal amount of the Company’s Fiscal 2015 Convertible Notes and $10,792 accrued interest were converted at $0.02 per share into 1,915,084 shares of the Company’s common stock. On July 22, 2015, $36,000 principal amount of the Company’s Fiscal 2015 Convertible Notes was converted at $0.02 per share into 1,800,000 shares of the Company’s common stock. On July 27, 2015, $25,000 principal amount of the Company’s Fiscal 2015 Convertible Notes was converted at $0.02 per share into 1,250,000 shares of the Company’s common stock. Common stock issued for loan fees On July 7, 2015, the Company issued 75,000 vested shares of common stock as additional consideration for a bridge loan. The shares were valued at the fair market value of $0.048 per share on the grant date which is the measurement date based on the closing bid price on the grant date. The Company recorded interest expense of $3,600 for the nine months ended December 31, 2015. Reclassification of derivative liabilities upon notes conversion During the nine months ended December 31, 2015, the Company reclassified $188,327 derivative liabilities to additional paid-in capital upon the conversion of Fiscal 2015 Convertible Notes with principal amount of $88,510. Warrants The Company issued warrants with the sale of common stock during the nine months ended December 31, 2015. These warrants have an exercise price of $0.035 per share and expire in 5 years from issuance dates. Warrant activities for the nine months ended December 31, 2015 were as follows: | | Number of Warrants | | | Weighted Average Exercise Price | | Balance at March 31, 2015 | | | 1,048,315 | | | $ | 0.400 | | Issued | | | 4,225,000 | | | | 0.035 | | Exercised/forfeited/expired | | | - | | | | - | | Balance at December 31, 2015 | | | 5,273,315 | | | $ | 0.108 | | Warrant exercisable at December 31, 2015 | | | 5,273,315 | | | $ | 0.108 | |
There was no intrinsic value for the warrants at December 31, 2015. The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2015: Warrants Outstanding | | | Warrants Exercisable | | Range of Exercise Price | | | Number Outstanding at December 31, 2015 | | | Range of Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price | | | Number Exercisable at December 31, 2015 | | | Weighted Average Exercise Price | | $ | 0.400 | | | | 125,000 | | | | 1.7 | | | $ | 0.400 | | | | 125,000 | | | $ | 0.400 | | | 0.400 | | | | 256,250 | | | | 1.8 | | | | 0.400 | | | | 256,250 | | | | 0.400 | | | 0.400 | | | | 12,500 | | | | 1.9 | | | | 0.400 | | | | 12,500 | | | | 0.400 | | | 0.400 | | | | 46,105 | | | | 2.0 | | | | 0.400 | | | | 46,105 | | | | 0.400 | | | 0.400 | | | | 231,876 | | | | 2.1 | | | | 0.400 | | | | 231,876 | | | | 0.400 | | | 0.400 | | | | 46,877 | | | | 2.2 | | | | 0.400 | | | | 46,877 | | | | 0.400 | | | 0.400 | | | | 14,063 | | | | 2.3 | | | | 0.400 | | | | 14,063 | | | | 0.400 | | | 0.400 | | | | 938 | | | | 2.4 | | | | 0.400 | | | | 938 | | | | 0.400 | | | 0.400 | | | | 39,412 | | | | 3.3 | | | | 0.400 | | | | 39,412 | | | | 0.400 | | | 0.400 | | | | 273,419 | | | | 3.4 | | | | 0.400 | | | | 273,419 | | | | 0.400 | | | 0.400 | | | | 1,875 | | | | 3.5 | | | | 0.400 | | | | 1,875 | | | | 0.400 | | | 0.035 | | | | 2,200,000 | | | | 4.4 | | | | 0.035 | | | | 2,200,000 | | | | 0.035 | | | 0.035 | | | | 100,000 | | | | 4.5 | | | | 0.035 | | | | 100,000 | | | | 0.035 | | | 0.035 | | | | 1,125,000 | | | | 4.7 | | | | 0.035 | | | | 1,125,000 | | | | 0.035 | | | 0.035 | | | | 800,000 | | | | 4.8 | | | | 0.035 | | | | 800,000 | | | | 0.035 | | $ | 0.035 – 0.400 | | | | 5,273,315 | | | | 1.7 – 4.8 | | | $ | 0.108 | | | | 5,273,315 | | | $ | 0.108 | |
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v3.3.1.900
Concentrations and Commitments
|
9 Months Ended |
Dec. 31, 2015 |
Concentrations and Commitments [Abstract] |
|
CONCENTRATIONS AND COMMITMENTS |
NOTE 10 – CONCENTRATIONS AND COMMITMENTS Concentrations Customers No customer accounted for 10% or more of the Company’s revenue during the three and nine months ended December 31, 2015 and 2014. Suppliers No supplier accounted for 10% or more of the Company’s inventory purchases during the three and nine months ended December 31, 2015 and 2014. Commitments Service contracts On October 29, 2014, the Company entered into a service agreement with CFO Oncall, effective on November 1, 2014. In accordance to the service agreement, the service fee is $5,000 per month which is payable as follows: $3,000 in cash payable in advance of the 1st of each month, and $2,000 payable at the Company’s option in cash or the Company’s common stock at a 40% discount to quoted market prices. The $2,000 portion is accounted for as stock settled debt in accordance with ASC 480 resulting in a premium on each $2,000 payment amount of $1,333. The increase in premium in the nine months ended December 31, 2015 was $12,000 and the decrease in premium in the nine months ended December 31, 2015 was $14,667. The accumulated premium at December 31, 2015 and March 31, 2015 was $4,000 and $6,667, respectively, which were included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. On May 1, 2015, the Company entered into a one-year legal service agreement with an attorney who has agreed to provide corporate and securities related legal services to the Company. The agreement expires on April 30, 2016. In accordance to this legal service agreement, the Company pays (a) a flat cash fee of $1,000 per month; and (b) an annual stock fee of 175,000 restricted shares of the Company’s common stock. The Company issued the 175,000 restricted shares of common stock in June 2015 (See Note 9 – Common stock issued for service). The accrued service fees related to the service agreement at December 31, 2015 was $4,500, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. On May 1, 2015, the Company entered into a one-year consulting agreement with an attorney who has agreed to provide consulting services to the Company. The agreement expires on April 30, 2016. In accordance to this consulting agreement, the Company pays this consultant (a) $6,000 in equal monthly installments; and (b) 180,000 shares of the Company’s common stock. The Company issued the 180,000 shares of common stock in June 2015 (See Note 9 – Common stock issued for services). The accrued service fees related to the service agreement at December 31, 2015 was $3,500, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. On June 1, 2015, the Company entered into a one-year consulting agreement with a consultant who has agreed to provide consulting services to the Company. The agreement expires on May 31, 2016. In accordance to this consulting agreement, the Company pays the consultant (a) Per Tier 1 athlete/celebrity: (i) 2,500 restricted shares of the Company’s common stock; (ii) 4% of the advertising revenue generated from items offered for sale on the site related to the athlete/celebrity, which were not sold directly by the athlete/celebrity; (iii) 1% of the net item sales of any original merchandise sold by the athlete/celebrity; (b) For all other tiers, including collectible specialists, corporations: (i) 1,500 shares of the Company’s common stock; (ii) 3% of the advertising revenue generated from items offered for sale on the site related to the athlete/celebrity, which were not sold directly by the athlete/celebrity; (iii) 1% of the net item sales of any original merchandise sold by the athlete/celebrity or entity; (c) 250,000 shares of the Company’s common stock upon signing, plus $3,500 per month for the following services: (i) advisory services related to professional sports franchises; (ii) introduction to sports related industry leaders; (iii) assistance in athlete management; (iv) assistance in athlete promotions. For (a) and (b), the percentage of net sales and percentage of advertising revenue will be paid to the consultant as long as the athlete/celebrity/other remains a vendor for the Company, otherwise the consultant earns no commission or fees. The consultant will be paid any commission on the 10th of each month for revenue generated in the preceding month, and the first of every month for the $3,500 monthly payment. The Company issued the 250,000 restricted shares of common stock in June 2015 (See Note 9 – Common stock issued for service). The accrued service fees related to the service agreement at December 31, 2015 was $17,500, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. On September 1, 2015, the Company entered into a consulting agreement with a consultant who has agreed to provide consulting services to the Company. The agreement can be terminated at any time by either party. In accordance to this consulting agreement, the Company pays the consultant (a) 75,000 shares of the Company’s common stock upon both parties signing this agreement; (b) 25,000 shares of the Company’s common stock per month, commencing at September 1, 2015 and continuing each month thereafter until this agreement has been terminated; (c) $2,000 per month, due and payable on the first of every month, commencing September 1, 2015; (d) 1,500 restricted shares of the Company’s common stock for each athlete, celebrity, or company that agrees to participate with the Company during the course of this agreement; (e) 1% of the revenue generated from the sales of original merchandise from athletes or celebrities consultant has participate with the Company during the course of this agreement. The consultant will be paid any commissions on the 10th of each month for revenue generated in the preceding month. The issuance of stock will occur every 90 days. The Company issued 250,000 shares of common stock in October 2015 (See Note 9 – Common stock issued for services). The accrued service fees related to the service agreement at December 31, 2015 was $8,000, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. On October 28, 2015, the Company entered into an exclusive two-year technology partnership with a licensed distributor of SelectaDNA, a provider of DNA-based anti-counterfeiting technology, exclusively for use in the sports collectibles and memorabilia markets, as well as other business verticals. The agreement expires on October 28, 2017. The agreement allows the Company to provide ongoing verification of the authenticity of certain collectibles and memorabilia sold exclusively through its online ecommerce platform, which is expected to launch soon. In exchange for the use of the DNA technology and the development of DNA autograph pens to be used for collectible signings, the Company will reference the authentication technology in all future national advertising and promotions. In addition, (i) the Company agrees to purchase a minimum of $25,000 of product for the first year of the contract; (ii) the Company agrees to purchase a minimum of $100,000 of product at a price of $250 per bottle, for the second year of the contract; (iii) the Company must escalate television advertisements within 6 months of launch, to include up to 20 – 30 ads per day on multiple networks nationally, and up to 200 per day regionally on multiple networks, guaranteeing 700
national advertisements per
week.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Subsequent Events
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9 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
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SUBSEQUENT EVENTS |
NOTE 11 – SUBSEQUENT EVENT In January 2016, the principal amount of $42,000 of Fiscal 2015 Convertible Notes was converted into 2,100,000 shares of the Company’s common stock at the conversion price of $0.02 per share.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Basis of Presentation, Going Concern and Summary of Significant Accounting Policies (Policies)
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9 Months Ended |
Dec. 31, 2015 |
Organization and Nature of Operations [Abstract] |
|
Principles of consolidation |
Principles of consolidation The Company’s consolidated financial statements for the three and nine months ended December 31, 2014 include the financial statement of its wholly-owned subsidiary, True2Bid, Inc. With the dissolution of this subsidiary in July 2015, the financial statements for the three and nine months ended December 31, 2015 are no longer consolidated. All intercompany accounts and transactions have been eliminated in consolidation for the 2014 amounts.
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Basis of presentation |
Basis of presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended March 31, 2015 and 2014 included in the Company’s Form 10-K.
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Going concern |
Going concern These unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $457,440 and $425,765 for the nine months ended December 31, 2015 and 2014, respectively, and net cash used in operations of $240,610 and $332,409 for the nine months ended December 31, 2015 and 2014, respectively, and an accumulated deficit, a stockholders’ deficit and a working capital deficit of $9,473,270, $642,002 and $481,674, respectively, at December 31, 2015, did not generate any revenue for the nine months ended December 31, 2015 and had a gross loss for the nine months ended December 31, 2014. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. There is no assurance these plans will be realized.
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Use of estimates |
Use of estimates The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and nine months ended December 31, 2015 and 2014 include the valuation of deferred tax assets, valuation of derivative liabilities and the valuation of stock-based compensation and fees.
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Fair value of financial instruments and fair value measurements |
Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | ● | Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| ● | Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| ● | Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
The carrying amounts reported in the unaudited consolidated balance sheets for cash, inventories, accounts payable and accrued liabilities, accrued officer salary and director fees, and loan payable, approximate their fair market value based on the short-term maturity of these instruments. Certain financial instruments, such as certain accrued liabilities, embody obligations that require (or permit at the Company’s discretion) settlement by issuance of a variable number of the Company’s common shares that have a value equal to a fixed monetary amount. The number of shares required to be issued to settle that unconditional obligation is variable, because that number of common shares will be determined by the fair value of the Company’s common shares on the date of settlement or over a stated period of time, such as the average over the last 30 days before settlement, or the beginning of the quarter. Pursuant to ASC 480-10-25-14(a), the financial instruments are classified as a liability at the fixed monetary amount with a charge to expense to increase the obligation to the fixed monetary amount. Upon issuance of the shares to settle the obligation, equity is increased by the amount of the liability and no gain or loss is recognized for the difference between the settlement date or average market price and the ending market price. The following table reflects changes for the nine months ended December 31, 2015 for all financial assets and liabilities categorized as Level 3: | | Derivative Liabilities | | | Fixed Monetary Obligation | | Balance as of March 31, 2015 | | $ | 1,088,085 | | | $ | 6,667 | | Increase in fair value of fixed monetary obligation | | | - | | | | 12,000 | | Initial fair value of derivative liabilities attributable to conversion feature and warrants | | | 413,573 | | | | - | | Reclassification of derivative liabilities upon notes conversion | | | (188,327 | ) | | | - | | Decrease in fair value of fixed monetary obligation | | | - | | | | (14,667 | ) | Gain from change in the fair value of derivative liabilities | | | (1,022,446 | ) | | | - | | Balance as of December 31, 2015 | | $ | 290,885 | | | $ | 4,000 | |
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
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Cash and cash equivalents |
Cash and cash equivalents Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at December 31, 2015 and March 31, 2015.
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Inventories and cost of revenue |
Inventories and cost of revenue Inventories are stated at the lower of cost or market value. Cost is determined using the cost to acquire inventory and is valued using the first-in, first-out method. Any inventory adjustments are based upon management’s review of inventories on hand compared to estimated future usage and sales. Inventories of finished goods totaled $570 and $0 at December 31, 2015 and March 31, 2015, respectively.
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Revenue recognition |
Revenue recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s specific revenue recognition policies are as follows: | ● | Product sales from the sale of beauty products by the parent entity (which ceased in May 2013) and sales of products through the subsidiary’s auction site are recognized when the product is shipped to the customer and title is transferred. |
| ● | To participate in the Company’s auction program, consumers are required to purchase bid packages directly from the Company. Proceeds from the sales of bid packages are recorded as deferred revenue until recognizable as discussed below. In connection with the sale of bid packages, the Company utilized the User-based Revenue Model (“UBRM”). The UBRM is based on the presumption that the period of delivery for the bid package is the estimated average user life, which was estimated by the Company to be 60 days. Consequently, revenue from the sale of bid packages is recognized ratably over the estimated user life of 60 days. |
|
Stock-based compensation |
Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50, for share-based payments to consultants and other third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
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Income taxes |
Income taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of December 31, 2015 and March 31, 2015, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited consolidated financial statements. The Company recognizes and accrues for tax related interest and penalties when assessed. As of December 31 and March 31, 2015, the Company has not been assessed any interest or penalties.
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Shipping costs |
Shipping costs Shipping costs are included in other selling, general and administrative expense and totaled $0 and $27 for the three months ended December 31, 2015 and 2014, respectively. Shipping costs totaled $2 and $142 for the nine months ended December 31, 2015 and 2014, respectively.
|
Advertising |
Advertising Advertising is expensed as incurred and is included in other selling, general and administrative expense. The Company did not incur any advertising expense for the three and nine months ended December 31, 2015 and 2014.
|
Research and development |
Research and development Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development expense during the three and nine months ended December 31, 2015 and 2014.
|
Basic and diluted earnings per share |
Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) allocable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s income (loss) subject to anti-dilution limitations. For the three and nine months ended December 31, 2015, potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible debt (using the if-converted method). For the three and nine months ended December 31, 2014, all potentially dilutive securities are excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact.
The following table presents a reconciliation of basic and diluted net income (loss) per share: | | Three Months Ended December 31, | | | Nine Months Ended December 31, | | | | 2015 | | | 2014 | | | 2015 | | | 2014 | | Net income (loss) available to common stockholders for basic and diluted net income (loss) per share of common stock | | $ | 526,374 | | | $ | (836,903 | ) | | $ | 142,693 | | | $ | (1,047,128 | ) | Weighted average common stock outstanding - basic | | | 45,597,447 | | | | 36,951,165 | | | | 42,167,788 | | | | 35,879,354 | | Effect of dilutive securities: | | | | | | | | | | | | | | | | | Warrants | | | - | | | | - | | | | 789,645 | | | | - | | Convertible debentures | | | 21,498,413 | | | | - | | | | 20,938,174 | | | | - | | Weighted average common stock outstanding - diluted | | | 67,095,860 | | | | 36,951,165 | | | | 63,895,607 | | | | 35,879,354 | | Net income (loss) per common share - basic | | $ | 0.01 | | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.03 | ) | Net income (loss) per common share - diluted | | $ | 0.01 | | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.03 | ) |
The Company’s aggregate common stock equivalents at December 31, 2015 and 2014 included the following: | | December 31, 2015 | | | December 31, 2014 | | Stock warrants | | | 5,273,315 | | | | 1,048,315 | | Total | | | 5,273,315 | | | | 1,048,315 | |
|
Related parties |
Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged.
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Recent accounting pronouncements |
Recent accounting pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
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v3.3.1.900
Basis of Presentation, Going Concern and Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Organization and Nature of Operations [Abstract] |
|
Schedule of financial assets and liabilities categorized as Level 3 |
| | Derivative Liabilities | | | Fixed Monetary Obligation | | Balance as of March 31, 2015 | | $ | 1,088,085 | | | $ | 6,667 | | Increase in fair value of fixed monetary obligation | | | - | | | | 12,000 | | Initial fair value of derivative liabilities attributable to conversion feature and warrants | | | 413,573 | | | | - | | Reclassification of derivative liabilities upon notes conversion | | | (188,327 | ) | | | - | | Decrease in fair value of fixed monetary obligation | | | - | | | | (14,667 | ) | Gain from change in the fair value of derivative liabilities | | | (1,022,446 | ) | | | - | | Balance as of December 31, 2015 | | $ | 290,885 | | | $ | 4,000 | |
|
Schedule of basic and diluted net income (loss) per share |
| | Three Months Ended December 31, | | | Nine Months Ended December 31, | | | | 2015 | | | 2014 | | | 2015 | | | 2014 | | Net income (loss) available to common stockholders for basic and diluted net income (loss) per share of common stock | | $ | 526,374 | | | $ | (836,903 | ) | | $ | 142,693 | | | $ | (1,047,128 | ) | Weighted average common stock outstanding - basic | | | 45,597,447 | | | | 36,951,165 | | | | 42,167,788 | | | | 35,879,354 | | Effect of dilutive securities: | | | | | | | | | | | | | | | | | Warrants | | | - | | | | - | | | | 789,645 | | | | - | | Convertible debentures | | | 21,498,413 | | | | - | | | | 20,938,174 | | | | - | | Weighted average common stock outstanding - diluted | | | 67,095,860 | | | | 36,951,165 | | | | 63,895,607 | | | | 35,879,354 | | Net income (loss) per common share - basic | | $ | 0.01 | | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.03 | ) | Net income (loss) per common share - diluted | | $ | 0.01 | | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.03 | ) |
|
Schedule of aggregate common stock equivalents |
| | December 31, 2015 | | | December 31, 2014 | | Stock warrants | | | 5,273,315 | | | | 1,048,315 | | Total | | | 5,273,315 | | | | 1,048,315 | |
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v3.3.1.900
Accounts Payable and Accrued Liabilities (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] |
|
Schedule of accounts payable and accrued liabilities |
| | December 31, 2015 | | | March 31, 2015 | | Accrued interest | | $ | 44,540 | | | $ | 17,693 | | Accrued professional fees (includes $4,000 fixed monetary obligation, see Note 2) | | | 90,291 | | | | 67,364 | | Accrued payroll taxes | | | 34,496 | | | | 28,690 | | Other | | | 3,713 | | | | - | | | | $ | 173,040 | | | $ | 113,747 | |
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v3.3.1.900
Convertible Notes Payable (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Short-term Debt [Line Items] |
|
Schedule of convertible promissory notes |
| | December 31, 2015 | | | March 31, 2015 | | Principal amount | | $ | 522,740 | | | $ | 400,000 | | Less: unamortized debt discount | | | (362,412 | ) | | | (329,913 | ) | Convertible notes payable, net | | $ | 160,328 | | | $ | 70,087 | |
|
Fiscal 2015 Convertible Notes [Member] |
|
Short-term Debt [Line Items] |
|
Schedule of fair value of the derivative liabilities |
Dividend rate | | 0 | Term (in years) | | 1.79 to 2.29 years | Volatility | | 121.91% to 195.81% | Risk-free interest rate | | 0.92% to 1.31% |
|
Schedule of convertible promissory notes |
| | December 31, 2015 | | | March 31, 2015 | | Principal amount | | $ | 311,490 | | | $ | 400,000 | | Less: unamortized debt discount | | | (182,325 | ) | | | (329,913 | ) | Convertible notes payable, net | | $ | 129,165 | | | $ | 70,087 | |
|
Fiscal 2016 Convertible Notes [Member] |
|
Short-term Debt [Line Items] |
|
Schedule of fair value of the derivative liabilities |
Dividend rate | | 0 | Term (in years) | | 2.38 to 5.00 years | Volatility | | 160.74% to 290.63% | Risk-free interest rate | | 0.92% to 1.76% |
|
Schedule of convertible promissory notes |
| | December 31, 2015 | | | March 31, 2015 | | Principal amount | | $ | 211,250 | | | $ | - | | Less: unamortized debt discount | | | (180,087 | ) | | | - | | Convertible notes payable, net | | $ | 31,163 | | | $ | - | |
|
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v3.3.1.900
Stockholders' Deficit (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Stockholders' Deficit [Abstract] |
|
Summary of warrant activities |
| | Number of Warrants | | | Weighted Average Exercise Price | | Balance at March 31, 2015 | | | 1,048,315 | | | $ | 0.400 | | Issued | | | 4,225,000 | | | | 0.035 | | Exercised/forfeited/expired | | | - | | | | - | | Balance at December 31, 2015 | | | 5,273,315 | | | $ | 0.108 | | Warrant exercisable at December 31, 2015 | | | 5,273,315 | | | $ | 0.108 | |
|
Summary of warrants outstanding |
Warrants Outstanding | | | Warrants Exercisable | | Range of Exercise Price | | | Number Outstanding at December 31, 2015 | | | Range of Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price | | | Number Exercisable at December 31, 2015 | | | Weighted Average Exercise Price | | $ | 0.400 | | | | 125,000 | | | | 1.7 | | | $ | 0.400 | | | | 125,000 | | | $ | 0.400 | | | 0.400 | | | | 256,250 | | | | 1.8 | | | | 0.400 | | | | 256,250 | | | | 0.400 | | | 0.400 | | | | 12,500 | | | | 1.9 | | | | 0.400 | | | | 12,500 | | | | 0.400 | | | 0.400 | | | | 46,105 | | | | 2.0 | | | | 0.400 | | | | 46,105 | | | | 0.400 | | | 0.400 | | | | 231,876 | | | | 2.1 | | | | 0.400 | | | | 231,876 | | | | 0.400 | | | 0.400 | | | | 46,877 | | | | 2.2 | | | | 0.400 | | | | 46,877 | | | | 0.400 | | | 0.400 | | | | 14,063 | | | | 2.3 | | | | 0.400 | | | | 14,063 | | | | 0.400 | | | 0.400 | | | | 938 | | | | 2.4 | | | | 0.400 | | | | 938 | | | | 0.400 | | | 0.400 | | | | 39,412 | | | | 3.3 | | | | 0.400 | | | | 39,412 | | | | 0.400 | | | 0.400 | | | | 273,419 | | | | 3.4 | | | | 0.400 | | | | 273,419 | | | | 0.400 | | | 0.400 | | | | 1,875 | | | | 3.5 | | | | 0.400 | | | | 1,875 | | | | 0.400 | | | 0.035 | | | | 2,200,000 | | | | 4.4 | | | | 0.035 | | | | 2,200,000 | | | | 0.035 | | | 0.035 | | | | 100,000 | | | | 4.5 | | | | 0.035 | | | | 100,000 | | | | 0.035 | | | 0.035 | | | | 1,125,000 | | | | 4.7 | | | | 0.035 | | | | 1,125,000 | | | | 0.035 | | | 0.035 | | | | 800,000 | | | | 4.8 | | | | 0.035 | | | | 800,000 | | | | 0.035 | | $ | 0.035 – 0.400 | | | | 5,273,315 | | | | 1.7 – 4.8 | | | $ | 0.108 | | | | 5,273,315 | | | $ | 0.108 | |
|
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- DefinitionTabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share warrants (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share warrants that were granted, exercised or converted, forfeited, and expired during the year.
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Basis of Presentation, Going Concern and Summary of Significant Accounting Policies (Details)
|
9 Months Ended |
Dec. 31, 2015
USD ($)
|
Summary of financial assets and liabilities |
|
Balance as of December 31, 2015 |
$ 4,000
|
Derivative Liabilities [Member] |
|
Summary of financial assets and liabilities |
|
Balance as of March 31, 2015 |
$ 1,088,085
|
Increase in fair value of fixed monetary obligation |
|
Initial fair value of derivative liabilities attributable to conversion feature and warrants |
$ 413,573
|
Reclassification of derivative liabilities upon notes conversion |
$ (188,327)
|
Decrease in fair value of fixed monetary obligation |
|
Gain from change in the fair value of derivative liabilities |
$ (1,022,446)
|
Balance as of December 31, 2015 |
290,885
|
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|
Balance as of March 31, 2015 |
6,667
|
Increase in fair value of fixed monetary obligation |
$ 12,000
|
Initial fair value of derivative liabilities attributable to conversion feature and warrants |
|
Reclassification of derivative liabilities upon notes conversion |
|
Decrease in fair value of fixed monetary obligation |
$ (14,667)
|
Gain from change in the fair value of derivative liabilities |
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Balance as of December 31, 2015 |
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v3.3.1.900
Basis of Presentation, Going Concern and Summary of Significant Accounting Policies (Details 1) - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Organization and Nature of Operations [Abstract] |
|
|
|
|
Net income (loss) available to common stockholders for basic and diluted net income (loss) per share of common stock |
$ 526,374
|
$ (836,903)
|
$ 142,693
|
$ (1,047,128)
|
Basic |
45,597,447
|
36,951,165
|
42,167,788
|
35,879,354
|
Effect of dilutive securities: |
|
|
|
|
Warrants |
|
|
789,645
|
|
Convertible debentures |
21,498,413
|
|
20,938,174
|
|
Weighted average common stock outstanding - diluted |
67,095,860
|
36,951,165
|
63,895,607
|
35,879,354
|
Net income (loss) per common share - basic |
$ 0.01
|
$ (0.02)
|
$ 0.00
|
$ (0.03)
|
Net income (loss) per common share - diluted |
$ 0.01
|
$ (0.02)
|
$ 0.00
|
$ (0.03)
|
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|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total stock warrants |
5,273,315
|
1,048,315
|
Stock warrants [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total stock warrants |
5,273,315
|
1,048,315
|
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|
3 Months Ended |
9 Months Ended |
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Mar. 31, 2015 |
Basis of Presentation Going Concern and Summary of Significant Accounting Policies (Textual) |
|
|
|
|
|
Loss from operations |
$ (148,014)
|
$ (221,050)
|
$ (457,440)
|
$ (425,765)
|
|
Net cash used in operating activities |
|
|
(240,610)
|
(332,409)
|
|
Accumulated deficit |
(9,473,270)
|
|
(9,473,270)
|
|
$ (9,615,963)
|
Stockholders deficit |
(642,002)
|
|
(642,002)
|
|
$ (1,246,806)
|
Working capital deficit |
481,674
|
|
481,674
|
|
|
Inventories |
570
|
|
570
|
|
|
Shipping costs |
$ 0
|
$ 27
|
$ 2
|
$ 142
|
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Accounts Payable and Accrued Liabilities (Details) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] |
|
|
Accrued interest |
$ 44,540
|
$ 17,693
|
Accrued professional fees (includes $4,000 fixed monetary obligation, see Note 2) |
90,291
|
67,364
|
Accrued payroll taxes |
34,496
|
$ 28,690
|
Other |
3,713
|
|
Accounts payable and accrued liabilities, Total |
$ 173,040
|
$ 113,747
|
X |
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Accrued Officer Salary and Director Fees (Detail Textual) - USD ($)
|
9 Months Ended |
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Accrued Officer Salary and Director Fees (Textual) |
|
|
Initial Payment |
$ 1,500
|
|
Quarterly Payments |
1,500
|
|
Accrued Salaries |
22,150
|
$ 8,050
|
Director [Member] |
|
|
Accrued Officer Salary and Director Fees (Textual) |
|
|
Accrued Salaries |
4,750
|
4,750
|
Officer [Member] |
|
|
Accrued Officer Salary and Director Fees (Textual) |
|
|
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$ 17,400
|
$ 3,300
|
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|
|
|
1 Months Ended |
|
|
|
Jun. 01, 2015 |
Nov. 01, 2014 |
Oct. 29, 2014 |
Dec. 31, 2015 |
Aug. 05, 2015 |
Mar. 31, 2015 |
Related Party Transactions (Textual) |
|
|
|
|
|
|
Servicing Fees |
|
|
$ 5,000
|
|
|
|
Cash paid in advance |
|
$ 3,000
|
|
|
|
|
Amount paid in cash or common stock |
|
$ 2,000
|
|
|
|
|
Stock issued for accounts payable - related party, shares |
726,989
|
|
|
|
|
|
Common stock restricted |
|
|
|
|
181,818
|
|
Accrued liabilities |
|
|
|
$ 28,000
|
|
$ 22,667
|
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Convertible Notes Payable (Details 1) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Short-term Debt [Line Items] |
|
|
Principal amount |
$ 522,740
|
$ 400,000
|
Less: unamortized debt discount |
(362,412)
|
(329,913)
|
Convertible notes payable, net |
160,328
|
70,087
|
Fiscal 2015 Convertible Notes [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Principal amount |
311,490
|
400,000
|
Less: unamortized debt discount |
(182,325)
|
(329,913)
|
Convertible notes payable, net |
129,165
|
$ 70,087
|
Fiscal 2016 Convertible Notes [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Principal amount |
211,250
|
|
Less: unamortized debt discount |
(180,087)
|
|
Convertible notes payable, net |
$ 31,163
|
|
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v3.3.1.900
Convertible Notes Payable (Detail Textual)
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
Aug. 31, 2015
$ / shares
|
Jul. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2015
USD ($)
Investors
$ / shares
|
Dec. 31, 2014
USD ($)
|
Dec. 31, 2015
USD ($)
Investors
$ / shares
shares
|
Dec. 31, 2014
USD ($)
|
Mar. 31, 2015
USD ($)
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
Convertible note interest rate |
|
|
10.00%
|
|
10.00%
|
|
|
Principal amount of debt |
|
|
$ 522,740
|
|
$ 522,740
|
|
$ 400,000
|
Debt Instrument, discount |
|
|
362,412
|
|
362,412
|
|
$ 329,913
|
Initial derivative expense |
|
|
35,486
|
$ 35,875
|
202,323
|
$ 35,875
|
|
Amortization of debt discount |
|
|
|
|
$ 178,751
|
$ 21,285
|
|
Warrant issued | shares |
|
|
|
|
4,225,000
|
|
|
Derivative liabilities reclassified to additional paid-in capital |
|
|
|
|
$ 188,327
|
|
|
Fiscal 2015 Convertible Notes [Member] |
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
Principal amount of debt |
|
|
$ 400,000
|
|
$ 400,000
|
|
|
Convertible notes date of issuance |
|
|
|
|
Oct. 31, 2017
|
|
|
Conversion share price | $ / shares |
|
$ 0.02
|
$ 0.02
|
|
$ 0.02
|
|
|
Convertible note, description |
|
|
|
|
In the event a registration statement is not filed by either the Company within 60 days following the completion of this Offering, or the full amount of Conversion Shares are not included in the first registration statement filed by either entity, or if such registration statement including the Conversion Shares is not declared effective within 180 days following the completion of the Offering, the Convertible Notes shall then be convertible at the option of the Holder into shares of the common stock, par value $.001 per share, of the Company at a conversion price equal to the lesser of $0.02 per share or a 25% discount to the average closing bid price of the Parent Company's stock for the five days immediately prior to the day upon which the Company receives a written conversion notice from the Holder for any portion of the Notes.
|
|
|
Initial fair value of derivative liabilities attributable to conversion feature |
|
|
|
|
$ 419,000
|
|
|
Debt Instrument, discount |
|
|
$ 383,125
|
|
383,125
|
|
|
Initial derivative expense |
|
|
|
|
$ 35,875
|
|
|
Number of Investors | Investors |
|
|
7
|
|
7
|
|
|
Amortization of debt discount |
|
|
$ 24,862
|
21,285
|
$ 147,588
|
$ 21,285
|
|
Principal amount used |
|
$ 88,510
|
|
|
|
|
|
Convertible notes converted to shares | shares |
|
4,425,500
|
|
|
|
|
|
Principal amount unused |
|
|
311,490
|
|
311,490
|
|
|
Change in fair value of derivative liabilities |
|
|
444,127
|
$ 551,000
|
723,598
|
$ 551,000
|
|
Derivative liabilities reclassified to additional paid-in capital |
|
|
188,327
|
|
188,327
|
|
|
Fiscal 2016 Convertible Notes with principal amount of $115,000 [Member] |
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
Principal amount of debt |
|
|
$ 115,000
|
|
$ 115,000
|
|
|
Conversion share price | $ / shares |
$ 0.035
|
|
$ 0.05
|
|
$ 0.05
|
|
|
Number of Investors | Investors |
|
|
5
|
|
5
|
|
|
Initial derivative expense |
|
|
|
|
$ 119,455
|
|
|
Derivative Liability |
|
|
$ 234,455
|
|
$ 234,455
|
|
|
Warrants exercise price | $ / shares |
0.035
|
|
|
|
$ 0.07
|
|
|
Number of conversion warrant | shares |
|
|
|
|
2,300,000
|
|
|
Proceeds of issuance debt |
|
|
|
|
$ 115,000
|
|
|
Warrant issued | shares |
|
|
|
|
2,300,000
|
|
|
Fiscal 2016 Convertible Notes with principal amount of $96,250 [Member] |
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
Principal amount of debt |
|
|
$ 96,250
|
|
$ 96,250
|
|
|
Conversion share price | $ / shares |
$ 0.035
|
|
|
|
|
|
|
Number of Investors | Investors |
|
|
5
|
|
5
|
|
|
Initial derivative expense |
|
|
|
|
$ 82,868
|
|
|
Derivative Liability |
|
|
$ 179,118
|
|
$ 179,118
|
|
|
Warrants exercise price | $ / shares |
|
|
|
|
$ 0.035
|
|
|
Number of conversion warrant | shares |
|
|
|
|
1,925,000
|
|
|
Proceeds of issuance debt |
|
|
|
|
$ 96,250
|
|
|
Amortization of debt discount |
|
|
17,604
|
|
31,163
|
|
|
Change in fair value of derivative liabilities |
|
|
$ 322,113
|
|
$ 298,848
|
|
|
X |
- DefinitionExercise price of the warrants.
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v3.3.1.900
Stockholders' Deficit (Details)
|
9 Months Ended |
Dec. 31, 2015
$ / shares
shares
|
Stockholders' Deficit [Abstract] |
|
Beginning balance | shares |
1,048,315
|
Warrant issued | shares |
4,225,000
|
Warrant exercised/forfeited/expired | shares |
|
Ending balance | shares |
5,273,315
|
Warrant exercisable | shares |
5,273,315
|
Weighted average exercise price, Beginning balance | $ / shares |
$ 0.400
|
Weighted average exercise price, Issued | $ / shares |
$ 0.035
|
Weighted average exercise price, Exercised/ forfeited/ expired | $ / shares |
|
Weighted average exercise price, Ending balance | $ / shares |
$ 0.108
|
Weighted average exercise price, Exercisable | $ / shares |
$ 0.108
|
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v3.3.1.900
Stockholders' Deficit (Details 1) - Warrant [Member]
|
9 Months Ended |
Dec. 31, 2015
$ / shares
shares
|
Warrants Outstanding And Exercisable [Abstract] |
|
Number of Warrants Outstanding | shares |
5,273,315
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.108
|
Number of Warrants Exercisable | shares |
5,273,315
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.108
|
Maximum [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
4 years 9 months 18 days
|
Minimum [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.035
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
1 year 8 months 12 days
|
0.400 [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
125,000
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
1 year 8 months 12 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
125,000
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 One [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
256,250
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
1 year 9 months 18 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
256,250
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Two [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
12,500
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
1 year 10 months 24 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
12,500
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Three [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
46,105
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
2 years
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
46,105
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Four [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
231,876
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
2 years 1 month 6 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
231,876
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Five [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
46,877
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
2 years 2 months 12 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
46,877
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Six [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
14,063
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
2 years 3 months 18 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
14,063
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Seven [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
938
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
2 years 4 months 24 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
938
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Eight [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
39,412
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
3 years 3 months 18 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
39,412
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Nine [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
273,419
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
3 years 4 months 24 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
273,419
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.400 Ten [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.400
|
Number of Warrants Outstanding | shares |
1,875
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
3 years 6 months
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.400
|
Number of Warrants Exercisable | shares |
1,875
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.400
|
0.035 Ten [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.035
|
Number of Warrants Outstanding | shares |
2,200,000
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
4 years 4 months 24 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.035
|
Number of Warrants Exercisable | shares |
2,200,000
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.035
|
0.035 Eleven [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.035
|
Number of Warrants Outstanding | shares |
100,000
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
4 years 6 months
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.035
|
Number of Warrants Exercisable | shares |
100,000
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.035
|
0.035 Twelve [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.035
|
Number of Warrants Outstanding | shares |
1,125,000
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
4 years 8 months 12 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.035
|
Number of Warrants Exercisable | shares |
1,125,000
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.035
|
0.035 Therteen [Member] |
|
Warrants Outstanding And Exercisable [Abstract] |
|
Range of Exercise Price |
$ 0.035
|
Number of Warrants Outstanding | shares |
800,000
|
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) |
4 years 9 months 18 days
|
Warrants Outstanding, Weighted Average Exercise Price |
$ 0.035
|
Number of Warrants Exercisable | shares |
800,000
|
Warrants Exercisable, Weighted Average Exercise Price |
$ 0.035
|
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v3.3.1.900
Stockholders' Deficit (Details Textual)
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
Dec. 15, 2015
USD ($)
$ / shares
shares
|
Oct. 26, 2015
USD ($)
$ / shares
shares
|
Jul. 27, 2015
USD ($)
$ / shares
shares
|
Jul. 22, 2015
USD ($)
$ / shares
shares
|
Jul. 09, 2015
USD ($)
$ / shares
shares
|
Jul. 06, 2015
shares
|
Jul. 01, 2015
$ / shares
shares
|
Jun. 01, 2015
USD ($)
$ / shares
shares
|
May. 01, 2015
$ / shares
shares
|
Aug. 05, 2015
USD ($)
$ / shares
shares
|
Apr. 27, 2015
$ / shares
shares
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
|
Jul. 07, 2015
$ / shares
|
Mar. 31, 2015
$ / shares
shares
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized | shares |
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
|
10,000,000
|
|
|
10,000,000
|
Preferred stock, par value | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
$ 0.001
|
Preferred stock, shares issued | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares outstanding | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
|
$ 0.001
|
Common stock, shares authorized | shares |
|
|
|
|
|
|
|
|
|
|
|
190,000,000
|
|
190,000,000
|
|
|
190,000,000
|
Stock issued for accounts payable - related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 36,667
|
|
|
|
Common stock, shares issued | shares |
|
|
|
|
|
|
|
|
|
|
|
49,130,056
|
|
49,130,056
|
|
|
36,951,165
|
Common stock, shares outstanding | shares |
|
|
|
|
|
|
|
|
|
|
|
49,130,056
|
|
49,130,056
|
|
|
36,951,165
|
Stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 134,215
|
|
|
|
Loss on settlement of loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,510
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
$ 56,366
|
$ 28,978
|
$ 219,990
|
$ 28,978
|
|
|
Derivative liabilities to additional paid-in capital |
|
|
|
|
|
|
|
|
|
|
|
188,327
|
|
188,327
|
|
|
|
Stock issued for convertible notes principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
88,510
|
|
|
|
Stock-based compensation expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
124,233
|
$ 59,554
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for accounts payable - related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 909
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,230,000
|
|
|
|
Stock issued for accounts payable - related party, shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
908,807
|
|
|
|
Stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,230
|
|
|
|
Convertible notes payable |
|
|
$ 25,000
|
$ 36,000
|
$ 27,510
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
$ 10,792
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion share price | $ / shares |
|
|
$ 0.02
|
$ 0.02
|
$ 0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares issued | shares |
|
|
1,250,000
|
1,800,000
|
1,915,084
|
|
|
|
|
|
|
|
|
4,425,500
|
|
|
|
Common Stock [Member] | Bridge Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for payment for loan fees, shares | shares |
|
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.048
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,600
|
|
|
|
Common Stock [Member] | Attorney [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
250,000
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
Fair value of shares issued | $ / shares |
$ 0.01
|
|
|
|
|
|
|
|
|
|
$ 0.06
|
|
|
|
|
|
|
Prepaid expense remaining amount |
$ 2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] | Attorney One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
|
|
180,000
|
|
|
|
|
|
|
|
|
legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,589
|
|
|
|
Fair value of shares issued | $ / shares |
|
|
|
|
|
|
|
|
$ 0.0549
|
|
|
|
|
|
|
|
|
Prepaid expense remaining amount |
|
|
|
|
|
|
|
|
|
|
|
3,293
|
|
3,293
|
|
|
|
Common Stock [Member] | Attorney Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
|
|
175,000
|
|
|
|
|
|
|
|
|
legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,400
|
|
|
|
Fair value of shares issued | $ / shares |
|
|
|
|
|
|
|
|
$ 0.0549
|
|
|
|
|
|
|
|
|
Prepaid expense remaining amount |
|
|
|
|
|
|
|
|
|
|
|
3,208
|
|
3,208
|
|
|
|
Common Stock [Member] | Consultant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
250,000
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
Fair value of shares issued | $ / shares |
|
$ 0.0389
|
|
|
|
|
|
$ 0.054
|
|
|
|
|
|
|
|
|
|
Prepaid expense remaining amount |
|
$ 2,918
|
|
|
|
|
|
|
|
|
|
5,625
|
|
5,625
|
|
|
|
Stock based consulting fees |
|
$ 6,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based marketing service fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,875
|
|
|
|
Common Stock [Member] | Consultant One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
Fair value of shares issued | $ / shares |
|
|
|
|
|
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
Prepaid expense remaining amount |
|
|
|
|
|
|
|
|
|
|
|
$ 3,000
|
|
3,000
|
|
|
|
Stock based consulting fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
Common Stock [Member] | Consultant Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
|
|
|
|
Fair value of shares issued | $ / shares |
|
|
|
|
|
|
|
|
|
$ 0.04
|
|
|
|
|
|
|
|
Stock based consulting fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
32,000
|
|
|
|
Stock based accounting fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
Common Stock [Member] | IT Professional [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
|
|
|
800,000
|
|
|
|
|
|
|
|
Fair value of shares issued | $ / shares |
|
|
|
|
|
|
|
|
|
$ 0.04
|
|
|
|
|
|
|
|
Common Stock [Member] | Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of shares issued | $ / shares |
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
Common Stock [Member] | Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of shares issued | $ / shares |
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 40,000
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
Warrants exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.035
|
|
|
|
Restricted Stock [Member] | Service Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for accounts payable - related party |
|
|
|
|
|
|
|
$ 26,667
|
|
$ 10,000
|
|
|
|
|
|
|
|
Common stock issued for services | shares |
|
|
|
|
|
|
|
|
|
181,818
|
|
|
|
|
|
|
|
Stock issued for accounts payable - related party, shares | shares |
|
|
|
|
|
|
|
726,989
|
|
|
|
|
|
|
|
|
|
Closing bid price |
|
|
|
|
|
|
|
60
|
|
60
|
|
|
|
|
|
|
|
Stock issued for services |
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
X |
- DefinitionExercise price of the warrants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Article 12 -Section 13 -Sentence Column A
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v3.3.1.900
Concentrations and Commitments (Details) - USD ($)
|
|
|
|
1 Months Ended |
9 Months Ended |
|
|
Sep. 01, 2015 |
Jun. 01, 2015 |
May. 01, 2015 |
Oct. 28, 2015 |
Jun. 30, 2015 |
Oct. 29, 2014 |
Dec. 31, 2015 |
Oct. 26, 2015 |
Mar. 31, 2015 |
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
|
49,130,056
|
|
36,951,165
|
Common Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
Commitments, Description |
|
|
(a) a flat cash fee of $1,000 per month; and (b) an annual stock fee of 175,000 shares of the Company's common stock. The Company issued the 175,000 shares of common stock in June 2015
|
|
|
|
|
|
|
Service fees |
|
|
|
|
|
|
$ 17,500
|
|
|
Installments of cash paid |
|
|
|
|
|
|
134,215
|
|
|
Agreement expired |
|
|
The agreement expires on April 30, 2016.
|
|
|
|
|
|
|
Accrued service fees |
|
|
|
|
|
|
4,500
|
|
|
June 1, 2015 |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
250,000
|
|
|
|
|
|
|
|
Commitments, Description |
(a) 75,000 shares of the Company's common stock upon both parties signing this agreement; (b) 25,000 shares of the Company's common stock per month, commencing at September 1, 2015 and continuing each month thereafter until this agreement has been terminated; (c) $2,000 per month, due and payable on the first of every month, commencing September 1, 2015; (d) 1,500 restricted shares of the Company's common stock for each athlete, celebrity, or company that agrees to participate with the Company during the course of this agreement; (e) 1% of the revenue generated from the sales of original merchandise from athletes or celebrities consultant has participate with the Company during the course of this agreement. The consultant will be paid any commissions on the 10th of each month for revenue generated in the preceding month.
|
(a) Per Tier 1 athlete/celebrity: (i) 2,500 shares of the Company's common stock; (ii) 4% of the advertising revenue generated from items offered for sale on the site related to the athlete/celebrity, which were not sold directly by the athlete/celebrity; (iii) 1% of the net item sales of any original merchandise sold by the athlete/celebrity; (b) For all other tiers, including collectible specialists, corporations: (i) 1,500 shares of the Company's common stock; (ii) 3% of the advertising revenue generated from items offered for sale on the site related to the athlete/celebrity, which were not sold directly by the athlete/celebrity; (iii) 1% of the net item sales of any original merchandise sold by the athlete/celebrity or entity; (c) 250,000 shares of the Company's common stock upon signing, plus $3,500 per month for the following services: (i) advisory services related to professional sports franchises; (ii) introduction to sports related industry leaders; (iii) assistance in athlete management; (iv) assistance in athlete promotions. For (a) and (b), the percentage of net sales and percentage of advertising revenue will be paid to the consultant as long as the athlete/celebrity/other remains a vendor for the Company, otherwise the consultant earns no commission or fees. The consultant will be paid any commission on the 10th of each month for revenue generated in the preceding month, and the first of every month for the $3,500 monthly payment.
|
|
|
|
|
|
|
|
Agreement expired |
|
The agreement expires on May 31, 2016.
|
|
|
|
|
|
|
|
May 1, 2015 |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
180,000
|
|
|
|
|
|
|
Commitments, Description |
|
|
(a) $6,000 to be paid in equal monthly installments; and (b) 180,000 shares of the Company's common stock.
|
|
|
|
|
|
|
Agreement expired |
|
|
The agreement expires on April 30, 2016.
|
|
|
|
|
|
|
Accrued service fees |
|
|
$ 3,500
|
|
|
|
|
|
|
September 1, 2015 |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
250,000
|
|
|
|
|
|
|
|
|
Accrued service fees |
$ 8,000
|
|
|
|
|
|
|
|
|
September 1, 2015 | Consultant Agreement [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
75,000
|
|
|
|
|
|
|
|
|
October 28, 2015 [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Commitments, Description |
|
|
|
(i) the Company agrees to purchase a minimum of $25,000 of product for the first year of the contract; (ii) the Company agrees to purchase a minimum of $100,000 of product at a price of $250 per bottle, for the second year of the contract; (iii) the Company must escalate television advertisements within 6 months of launch, to include up to 20 30 ads per day on multiple networks nationally, and up to 200 per day regionally on multiple networks, guaranteeing 700 national advertisements per week.
|
|
|
|
|
|
Agreement expired |
|
|
|
The agreement expires on October 28, 2017.
|
|
|
|
|
|
Purchase of product for the first year |
|
|
|
$ 25,000
|
|
|
|
|
|
Purchase of product for the second year |
|
|
|
100,000
|
|
|
|
|
|
Purchase price of product |
|
|
|
$ 250
|
|
|
|
|
|
October 26, 2015 [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
|
|
250,000
|
|
Common Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
|
$ 0.0389
|
|
CFO Oncall Inc [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Cash payment |
|
|
|
|
|
$ 3,000
|
|
|
|
Service fees |
|
|
|
|
|
$ 5,000
|
|
|
|
Percentage of quoted market prices |
|
|
|
|
|
40.00%
|
|
|
|
Installments of cash paid |
|
|
|
|
|
$ 2,000
|
|
|
|
Stock settled debt |
|
|
|
|
|
|
2,000
|
|
|
Premium payment amount |
|
|
|
|
|
|
|
|
$ 1,333
|
Accumulated premium included in accounts payable |
|
|
|
|
|
|
$ 4,000
|
|
$ 6,667
|
Increase in premium |
|
|
|
|
|
12,000
|
|
|
|
Decrease in premium |
|
|
|
|
|
14,667
|
|
|
|
Accrued service fees |
|
|
|
|
|
$ 2,000
|
|
|
|
Customers [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Customer concentration |
|
|
|
|
|
|
No customer accounted for 10% or more of the Company's revenue during the three and nine months ended December 31, 2015 and 2014.
|
|
|
Suppliers [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Supplier concentration |
|
|
|
|
|
|
No supplier accounted for 10% or more of the Company's inventory purchases during the three and nine months ended December 31, 2015 and 2014.
|
|
|
Legal Contact [Member] |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Accrued service fees |
|
|
|
|
|
|
$ 4,500
|
|
|
Legal Contact [Member] | May 1, 2015 |
|
|
|
|
|
|
|
|
|
Concentrations and Commitments (Textual) |
|
|
|
|
|
|
|
|
|
Legal fees |
|
|
$ 1,000
|
|
|
|
|
|
|
Restricted shares of the Company's common stock |
|
|
|
|
175,000
|
|
|
|
|
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(USOTC:LEGX)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
(USOTC:LEGX)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024