Quarterly report pursuant to Section 13 or 15(d)


6 Months Ended
Sep. 30, 2017
Subsequent Events [Abstract]  

On September 28, 2017, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell a 12% Convertible Note for $55,000 with a maturity date of September 28, 2018 (the “Note”), for a purchase price of $51,700, and $2,200 deducted for legal fees, resulting in net cash proceeds of $49,500. The effective closing date of the Securities Purchase Agreement and Note is October 17, 2017. The Note is convertible at the holders’ option, at any time, at a conversion price equal to the lower of (i) the closing sale price of the Company’s common stock on the closing date (as hereafter defined), or (ii) 60% of either the lowest sale price for the Company’s common stock during the twenty (20) consecutive trading days including and immediately preceding the closing date, or the closing bid price, whichever is lower (the “Conversion Price”), provided that, if the price of the Company’s common stock loses a bid, then the Conversion Price may be reduced, at the holders’s absolute discretion, to a fixed conversion price of $0.00001 (“Adjusted Conversion Price”). If at any time the Adjusted Conversion Price for any conversion would be less than par value of the Company’s Common Stock, then the Conversion Price shall equal such par value for any such conversion and the conversion amount for such conversion shall be increased to include additional principal to the extent necessary to cause the number of shares issuable upon conversion equal the same number of shares as would have been issued had the Conversion Price not been subject to the minimum par value price.


On October 2, 2017, the Company entered into a second closing of the July 31, 2017 debenture, for a principal amount of $22,500 with a purchase price of $20,250 and $1,500 deducted for legal fees, resulting in net cash proceeds of $18,750.


On October 10, 2017, the Company issued 200,000 shares  as consideration to consultants.


On October 31, 2017, the Company entered into a 12% convertible promisory note for $66,000 with the holders of the August 28th debentures that matures in six months. The note had an OID of $3,500, with $2,500 deducted for legal fees, resulting in net cash proceeds to the Company of $60,000. The note is convertible at a variable conversion rate that is the lesser of 60% of the lowest trading price for last 20 days prior to issuance of the note or 60% of the lowest market price over the 20 days prior to conversion. The conversion price shall be adjusted upon subsequent sales of securities at a price lower than the original conversion price. There are additional adjustments to the conversion price for events set forth in the agreement, including if the Company is not DTC eligible, the Company is no longer a reporting company, or the note cannot be converted into free-trading shares on or after six months from issuance date.


Additionally, in connection with the debenture, the Company also issued 332,500 shares of common stock of the Company as a commitment fee. The commitment shares fair value was calculated as $36,575, based on the market value of the common shares at the closing date of $0.11, and will be recognized as part of the debt discount. The shares are to be returned to the treasury of the Company in the event the debenture is fully repaid prior to the date, which is 180 days following the issuance date.


On November 2, 2017, the Company issued an additional 449,167 common shares upon conversion of the January debentures.