Document and Entity Information - USD ($) |
12 Months Ended | ||
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Mar. 31, 2015 |
Jun. 29, 2015 |
Sep. 30, 2014 |
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Document and Entity Information: | |||
Entity Registrant Name | FLASR, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2015 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001577189 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY | ||
Entity Common Stock, Shares Outstanding | 114,400,000 | ||
Entity Public Float | $ 12,600,000 |
BALANCE SHEET (Parenthetical) - USD ($) |
Mar. 31, 2015 |
Mar. 31, 2014 |
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Balance Sheet Parenthetical | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 114,050,000 | 86,000,000 |
Common stock, shares outstanding | 114,050,000 | 86,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Intangible assets, net of amortization | $ 288 | $ 164 |
STATEMENT OF OPERATIONS - USD ($) |
12 Months Ended | |
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Mar. 31, 2015 |
Mar. 31, 2014 |
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Statement Of Operations | ||
REVENUES | $ 15,796 | $ 22,364 |
COST OF SALES | 17,945 | 12,896 |
GROSS PROFIT (LOSS) | (2,149) | 9,468 |
OPERATING EXPENSES: | ||
General and administrative | 4,104,187 | 77,430 |
Preproduction Costs | 49,272 | 8,825 |
Product Marketing Costs | 239,133 | $ 87,050 |
Amortization Expense | 124 | |
Research and Development Costs | 1,182 | $ 63,368 |
Total Operating Expenses | 4,393,898 | $ 236,673 |
OTHER EXPENSES: | ||
Interest Expense | 23,053 | |
NET LOSS | $ (4,419,100) | $ (227,205) |
Basic and diluted loss per share | $ (0.00) | $ (0.00) |
Basic and diluted weighted average common shares outstanding: | 99,599,233 | 86,000,000 |
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) |
Common Stock |
Preferred Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total |
---|---|---|---|---|---|
Beginning balance, Amount at Mar. 31, 2013 | $ 86,000 | $ (86,000) | $ (67,876) | $ (67,876) | |
Beginning balance, Shares at Mar. 31, 2013 | 86,000,000 | ||||
Net loss | (227,205) | (227,205) | |||
Ending balance, Amount at Mar. 31, 2014 | $ 86,000 | (86,000) | (295,081) | (295,081) | |
Ending balance, Shares at Mar. 31, 2014 | 86,000,000 | ||||
Reverse merger adjustment, Issued and Outstanding | 21,000,000 | ||||
Reverse merger adjustment, Amount | $ 21,000 | (21,000) | |||
Shares issued for services, Issued and Outstanding | 7,050,000 | ||||
Shares issued for services, Amount | $ 7,050 | 3,864,450 | 3,871,500 | ||
Net loss | (4,419,100) | (4,419,100) | |||
Ending balance, Amount at Mar. 31, 2015 | $ 114,050 | $ 3,757,450 | $ (4,714,181) | $ (842,681) | |
Ending balance, Shares at Mar. 31, 2015 | 114,050,000 |
HISTORY AND ORGANIZATION OF THE COMPANY |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY | FLASR, Inc.
FLASR, Inc. (“FLASR”) was incorporated in the State of Delaware on February 13, 2013 to engage in the business of selling portable tobacco flasks. Mr. Everett Dickson owned all of the issued and outstanding shares of common stock of FLASR and was its President and Chief Executive Officer, Secretary and Treasurer and sole director.
Language Arts Corp.
The Language Arts Corp. (“Language Arts”) was incorporated in the State of Nevada on April 22, 2013 to design, develop and launch an online language learning and translation service via the Internet but never commenced such planned operations, had limited start-up operations, and generated no revenues. |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 2 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation
The financial statements as of March 31, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States. The Company has elected a March 31 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Concentration of Credit Risk:
Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. The Company places its cash with high credit quality financial institutions. At times such cash may be in excess of the FDIC limit. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.
Revenue Recognition
The Company recognizes revenues, net of sales incentives and sales returns, and including shipping and handling charges billed to customers, upon (1) persuasive evidence of an arrangement exists (2)shipment or delivery of goods when title and risk of loss pass to customers (3) our price to the buyer is fixed and determinable; and (4) collectability is reasonable assured.
Payments received in advance of revenue recognition are deferred and recorded in other accrued liabilities until revenue is recognized. There was no deferred revenue as of March 31, 2015 or 2014. Shipping and handling costs are classified as part of cost of sales.
Cash and Cash Equivalents
For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based upon historical write-off experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not require collateral. The Company’s allowance for doubtful accounts was $0 and $0 as of March 31, 2015 and March 31, 2014, respectively.
Inventories
Inventories consist of raw materials, work-in-progress and finished goods, all of which are stated at the lower of cost or market value. The cost of inventory is determined by utilizing the average cost method.
Impairment of long-lived assets
The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified.
Intangible Assets Including Goodwill
Identifiable intangible assets with finite lives are amortized over their estimated useful lives. They are generally amortized on a straight-line approach over the life of the intangible asset, which matches the pattern in which the economic benefits of the assets are expected to be utilized. Intangible assets are reviewed for impairment if indicators of potential impairment exist. Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, or sooner if an indicator of impairment occurs.
Cost of Sales
Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacture of product, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity.
Non-Employee Stock-Based Compensation:
The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.
Income Taxes
The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered. This interpretation also requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.
Earnings (Loss) Per Share
The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding as of March 31, 2015 and 2014.
Related Parties:
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is 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 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Recent Accounting Pronouncements
The Company’s management has considered all recent accounting pronouncements issued since formation and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
GOING CONCERN |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | The Company's financial statements are prepared using US GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited operating history and a working capital deficit. These factors 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 obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources.
Management plans to raise money by selling stock, and expects additional cash flows from sales in future periods. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
EQUITY RECAPITALIZATION AND ISSUANCE OF NEW SHARES |
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 4 - EQUITY RECAPITALIZATION AND ISSUANCE OF NEW SHARES | Stock Purchase
On July 23, 2014, pursuant to a stock purchase agreement with Language Arts, Mr. Everett Dickson and FLASR, Mr. Dickson consummated the purchase of 6,000,000 (pre-split, as described below) shares of common stock, par value $0.001 per share, of the Language Arts from Maria del Pilar Jaen which represented 63.15% of the issued and outstanding shares of Language Arts on a fully diluted basis. The purchase price for the shares of $30,000 is payable by Mr. Dickson to Ms. Jaen on January 23, 2015.
Effective July 23, 2014, in connection with the closing of the stock purchase agreement, Ms. Jaen resigned as the sole officer and director of Language Arts and Mr. Dickson was appointed President, Chief Executive Officer, Chief Financial Officer and sole director of Language Arts. Mr. Dickson took control with the intention of merging FLASR into Language Arts.
Stock Split, Equity Transactions, and Reorganization
On July 30, 2014, Language Arts’ board of directors approved the implementation of a stock dividend payment, effective on September 22, 2014, in the form of a 1:6 forward stock split whereby each holder of record on August 28, 2014 of the 9,500,000 issued and outstanding shares of common stock automatically received shares at the rate of 1 for 5, without any action on the part of the stockholders. Accordingly, there were an additional 47,500,000 shares of common stock issued and outstanding on the said date.
Effective September 22, 2014, Language Arts, having amended and restated its articles of incorporation with the Secretary of State of Nevada; (i) changed its name to FLASR, Inc.; (ii) increased the amount of authorized shares of common stock from 75,000,000 to 150,000,000; and (iii) authorized the issuance of 5,000,000 shares of blank check preferred stock. In addition, Language Arts changed its ticker symbol from “LGUA” to "FLSR".
FLASR Acquisition
On September 16, 2014, Language Arts acquired all of the outstanding capital stock (the “Shares”) of FLASR pursuant to a stock purchase agreement with FLASR and its sole stockholder Everett Dickson. As a result, FLASR became a wholly owned subsidiary of Language Arts.
In exchange for the Shares, Language Arts issued an aggregate of 50,000,000 shares (post-split) of its common stock to Mr. Dickson, resulting in Mr. Dickson owning 80.4% of the 107,000,000 issued and outstanding share capital of Language Arts (after adjusting for the 1:6 forward stock split as described above).
Reverse Capitalization
The acquisition of FLASR by Language Arts was treated as a reverse capitalization, with FLASR deemed the accounting acquirer and Language Arts deemed the accounting acquiree under the purchase method of accounting. The reverse merger is deemed a recapitalization and the accompanying financial statements represent the continuation of the financial statements of FLASR (the accounting acquirer/legal subsidiary) except for its capital structure, and the accompanying financial statements reflect the assets and liabilities of FLASR recognized and measured at their carrying value before the combination and the assets and liabilities of Language Arts (the legal acquiree/legal parent). The equity structure reflects the equity structure of Language Arts, the legal parent, and the equity structure of FLASR, the accounting acquirer, as restated to reflect the number of shares of the legal parent. The merged entity is referred to herein as “the Company”.
The following table reflects the net change in authorized, issued and outstanding shares of common and preferred stock of Language Arts, FLASR and the Company as a result of the reverse capitalization (as described in Note 2):
* The Company's post reverse capitalization share balances. The par value on ending common and preferred shares is $0.001.
Issuance of Common Shares During Third Quarter of 2015
On November 19, 2014, the company in consideration for services previously rendered, the company issued an additional 5,350,000 common shares to third party investors. The common shares issued and outstanding totaled 112,350,000 on December 31, 2014. The shares were valued at the market price on the respective dates of issuance, and the fair value of the shares was determined to be $2,942,500 and is recorded as stock base compensation for the year ended March 31, 2015.
Issuance of Common Shares During Fourth Quarter of 2015
During the fourth quarter of 2015, the company in consideration for services previously rendered, the company issued an additional 1,700,000 common shares to third party investors. The common shares issued and outstanding totaled 114,050,000 on March 31, 2015. The shares were valued at the market price on the respective dates of issuance, and the fair value of the shares was determined to be $929,000 and is recorded as stock base compensation for the year ended March 31, 2015.
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INCOME TAXES |
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Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||
NOTE 5 - INCOME TAXES | The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The net deferred tax asset generated by the loss carry-forward has been fully reserved. As of March 31, 2015 and 2014, the company has accumulated net operating losses of $820,000 and $295,000, respectively.
Deferred tax assets consist of the following as of March 31, 2015, 2014 and 2013:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2034. The fiscal year 2015, 2014 and 2013 remain open to examination by federal tax authorities and other tax jurisdictions. |
INDEFINITE-LIVED INTANGIBLE ASSETS |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 6 - INDEFINITE-LIVED INTANGIBLE ASSETS | The Company owns the FLASR trademark, which is used to market its products. As of March 31, 2015 and March 31, 2014, the total capitalized cost related to our trademark was $4,837 and $4,678, net of accumulated amortization of $288 and $164, respectively. Management determined that trademark has a 10 year useful life and it is being amortized over this period using the straight-line method. Amortization expense for years ended March 31, 2015 and 2014 are $124 and $164, respectively. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 7 - RELATED PARTY TRANSACTIONS | Loans from shareholders represents a net short term payable that resulted from operating activities between the FLASR, the Company and Everett Dickson, FLASR’s founder and primary shareholder, and EMDI, LLC., FLASR’s affiliate owned 100% by Everett Dickson.
As of March 31, 2015 and 2014, the Company and FLASR, respectively, had outstanding notes payable to related parties of $176,586 and $248,864 respectively. These notes are unsecured, payable upon demand and have no stated interest rate. During the year end March 31, 2015, $57,847 was advanced from shareholder loans and $130,125 was repaid from shareholder loans. During the year end March 31, 2014, $233,001 was advanced from shareholder loans and $40,549 was repaid from shareholder loans. |
NOTES PAYABLE |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 8 - NOTES PAYABLE | During the first quarter of 2015, the Company incurred in a notes payable with a third party for $50,000, 12% of interest rate and maturity date of March, 10, 2015.
During the second quarter of 2015, the Company incurred in a note payable with a third party for $75,000, 10% of interest rate and maturity date of September 2, 2015.
During the second quarter of 2015, the Company repaid $5,000 outstanding on FLASR’s note payable with a third party that were outstanding as of March 31, 2014.
During the third quarter of 2015, the Company incurred in a note payable with a third party for $75,000, 10% of interest rate and maturity date of October 7, 2015.
During the third quarter of 2015, the Company incurred in a notes payable with three third parties for a total of $225,000 ($75,000 each), 10% of interest rate and maturity date of December 10, 2015.
During the third quarter of 2015, the Company repaid $14,000 outstanding on FLASR’s note payable with a third party.
During the fourth quarter of 2015, the Company incurred in a note payable with a third party for $60,000, 10% of interest rate and maturity date of February 5, 2016.
During the fourth quarter of 2015, the Company incurred in a note payable with a third party for $40,000, 10% of interest rate and maturity date of September 15, 2015.
During the fourth quarter of 2015, the Company incurred in a note payable with a third party for $40,000, 10% of interest rate and maturity date of September 15, 2015.
During the fourth quarter of 2015, the Company incurred in a note payable with a third party for $35,000, 10% of interest rate and maturity date of January 6, 2016. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | In the normal course of business, we may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations. |
SUBSEQUENT EVENTS |
12 Months Ended |
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Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 10 - SUBSEQUENT EVENTS | Management evaluated the events subsequent to March 31, 2015, and through June 29, 2015 and the following information was identified:
On March 24, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“Vis Vires”) for the sale of a convertible promissory note (the “Vis Vires Note”) in the principal amount of $38,000. On April 1 2015, Vis Vires executed the Securities Purchase Agreement and funded the Company pursuant to the terms thereof. The note bear an interest rate of 10% and is due on December 27, 2015. The note holder shall have the right to convert the notes to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 58% multiplied by the average of the lowest three trading prices prior to the conversion date.
On April 1, 2015, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC, a New York limited liability company (“LG”) for the sale of two convertible redeemable note (the “LG Note”) in the principal amount of $157,500 ($78,750 each). The notes bear an interest rate of 8% and are due on April 1, 2016. The note holder shall have the right to convert the notes to the Company common stock at any time and the conversion price is 60% multiplied by the lowest twenty trading prices prior to the conversion date.
On April 1, 2015 BOD consented to the Company increasing amount of authorized shares of Common Stock from 150 million to 500 million shares.
On April 2, 2015, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC, a Florida limited liability company (“Adar Bays”) for the sale of a convertible redeemable note (the “Adar Bays Note”) in the principal amount of $150,000 ($75,000 each). The notes bear an interest rate of 8% and are due on April 2, 2016. The note holder shall have the right to convert the notes to the Company common stock at any time and the conversion price is 60% multiplied by the lowest twenty trading prices prior to the conversion date.
On April 1, 2015, the Company executed a 12% convertible note (the “JSJ Note”) in the principal amount of $57,000 with JSJ Investments Inc., a Texas corporation (“JSJ”). The Company received net proceeds from the issuance of the JSJ Note in the amount of $50,000. The JSJ Note, which is due on October 1, 2015, bears interest at the rate of 12% per annum. The note holder shall have the right to convert the notes to the Company common stock at any time and the conversion price is 55% multiplied by the lowest twenty trading prices prior to the conversion date.
On April 15, 2015, the Company executed a 8% convertible note (the “Union Capital Note”) in the principal amount of $100,000 with Union Capital LLC, a Nevada Limited Liability Company (“Union Capital”). The Company received net proceeds from the issuance of the Union Capital Note in the amount of $100,000. The Union Capital Note, which is due on April 15, 2016, bears interest at the rate of 8% per annum. The note holder shall have the right to convert the notes to the Company common stock at any time and the conversion price is 60% multiplied by the lowest twenty trading prices prior to the conversion date.
On May 4, 2015, the Company executed a 10% convertible note (the “Black Forest Note”) in the principal amount of $150,000 with Black Forest Capital, LLC, a New York Liability Company (“Black Forest”). The Company received net proceeds from the issuance of the Black Forest Note in the amount of $142,500. The Black Forest Note, which is due on May 4, 2016 bears interest at the rate of 10% per annum. The note holder shall have the right to convert the notes to the Company common stock at any time and the conversion price is 58% multiplied by the lowest ten trading prices prior to the conversion date.
On May 22, 2015. The Company executed a consulting agreement with FMW Media Works Corp. In exchange for consulting services, FMW will receive 350,000 common shares. The term shall be 3 months after effective date.
During May, 2015, the Company executed a consulting agreement with Sports by Line. In exchange for consulting services, Sports by Line will receive $250,000 worth of shares. |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended |
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Mar. 31, 2015 | |
Nature Of Operations And Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The financial statements as of March 31, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States. The Company has elected a March 31 fiscal year end. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Concentration of Credit Risk | Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. The Company places its cash with high credit quality financial institutions. At times such cash may be in excess of the FDIC limit. With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. |
Revenue Recognition | The Company recognizes revenues, net of sales incentives and sales returns, and including shipping and handling charges billed to customers, upon (1) persuasive evidence of an arrangement exists (2)shipment or delivery of goods when title and risk of loss pass to customers (3) our price to the buyer is fixed and determinable; and (4) collectability is reasonable assured.
Payments received in advance of revenue recognition are deferred and recorded in other accrued liabilities until revenue is recognized. There was no deferred revenue as of March 31, 2015 or 2014. Shipping and handling costs are classified as part of cost of sales. |
Cash and Cash Equivalents | For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents. |
Accounts Receivable | Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based upon historical write-off experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not require collateral. The Company’s allowance for doubtful accounts was $0 and $0 as of March 31, 2015 and March 31, 2014, respectively. |
Inventories | Inventories consist of raw materials, work-in-progress and finished goods, all of which are stated at the lower of cost or market value. The cost of inventory is determined by utilizing the average cost method. |
Impairment of long-lived assets | The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified. |
Intangible Assets Including Goodwill | Identifiable intangible assets with finite lives are amortized over their estimated useful lives. They are generally amortized on a straight-line approach over the life of the intangible asset, which matches the pattern in which the economic benefits of the assets are expected to be utilized. Intangible assets are reviewed for impairment if indicators of potential impairment exist. Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, or sooner if an indicator of impairment occurs. |
Cost of Sales | Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacture of product, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity. |
Non-Employee Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. |
Income Taxes | The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered. This interpretation also requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements. |
Earnings (Loss) Per Share | The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding as of March 31, 2015 and 2014. |
Related Parties | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is 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 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Recent Accounting Pronouncements | The Company’s management has considered all recent accounting pronouncements issued since formation and believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
EQUITY RECAPITALIZATION AND ISSUANCE OF NEW SHARES (Tables) |
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Equity Recapitalization And Issuance Of New Shares Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse capitalization | The following table reflects the net change in authorized, issued and outstanding shares of common and preferred stock of Language Arts, FLASR and the Company as a result of the reverse capitalization (as described in Note 2):
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Schedule of common stock | Issuance of Common Shares During Third Quarter of 2015
Issuance of Common Shares During Fourth Quarter of 2015
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INCOME TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes Tables | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred tax assets | Deferred tax assets consist of the following as of March 31, 2015, 2014 and 2013:
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
Mar. 31, 2015 |
Mar. 31, 2014 |
---|---|---|
Nature Of Operations And Summary Of Significant Accounting Policies Details Narrative | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
EQUITY RECAPITALIZATION AND ISSUANCE OF NEW SHARES (Details 1) |
12 Months Ended |
---|---|
Mar. 31, 2015
shares
| |
Beginning Balances, Authorized | 150,000,000 |
Ending Balances, Authorized | 150,000,000 |
Beginning Balances, Issued and Outstanding | 86,000,000 |
Ending Balances, Issued and Outstanding | 114,050,000 |
Common Shares [Member] | |
Beginning Balances, Authorized | 150,000,000 |
Issuance of shares to investors, Authorized | |
Ending Balances, Authorized | 150,000,000 |
Beginning Balances, Issued and Outstanding | 107,000,000 |
Issuance of shares to investors,Issued and Outstanding | 5,350,000 |
Ending Balances, Issued and Outstanding | 112,350,000 |
EQUITY RECAPITALIZATION AND ISSUANCE OF NEW SHARES (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 31, 2015 |
Mar. 31, 2014 |
|
Equity Recapitalization And Issuance Of New Shares Details Narrative | ||
Stock based compensation | $ 3,871,500 | |
Common shares issued and outstanding | 114,050,000 | 86,000,000 |
INCOME TAXES (Details) - USD ($) |
Mar. 31, 2015 |
Mar. 31, 2014 |
---|---|---|
Income Taxes Details | ||
Net operating loss | $ 286,827 | $ 103,278 |
Valuation allowance | $ (286,827) | $ (103,278) |
Net deferred tax asset |
INCOME TAXES (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 31, 2015 |
Mar. 31, 2014 |
|
Income Taxes Details Narrative | ||
Accumulated net operating losses | $ 820,000 | $ 295,000 |
INDEFINITE-LIVED INTANGIBLE ASSETS (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 31, 2015 |
Mar. 31, 2014 |
|
Indefinite-lived Intangible Assets Details Narrative | ||
Capitalized cost related | $ 4,837 | $ 4,678 |
Accumulated amortization | 288 | 164 |
Amortization expense | $ 124 | $ 164 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Mar. 31, 2015 |
Mar. 31, 2014 |
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Related Party Transactions Details Narrative | ||
Notes payable to related parties | $ 176,586 | $ 248,864 |
Shareholder loans advanced | 57,847 | 233,001 |
Shareholder loans repaid | $ 130,125 | $ 40,549 |