UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] 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: 333-181683
Gray Fox Petroleum Corp.
(Name of registrant as specified in its charter)
Nevada
|
99-0373721
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
1015 Twin Lakes Rd., Longwood, Florida 32750
(Address of Principal Executive Offices)
(214) 665-9564
(Issuer's telephone number)
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 X 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 X 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
|
|
Smaller Reporting Company
|
[X]
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ____ No X
As of February 15, 2015, the issuer had 215,567,732 shares of common stock, $0.001 par value per share, issued and outstanding.
GRAY FOX HOLDING CORP.
(Formerly Gray Fox Petroleum Corp.)
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
|
3 |
|
|
Item 1 – Financial Statements
|
3 |
|
|
Item 2. Management's Discussion and Analysis or Plan of Operation.
|
19 |
|
|
Item 3. Quantitative and Qualitative Disclosure about Market Risk
|
21 |
|
|
Item 4. Controls and Procedures.
|
21 |
|
|
PART II — OTHER INFORMATION
|
21 |
|
|
Item 1. Legal Proceedings.
|
21 |
|
|
Item 1A. Risk Factors
|
22 |
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
22 |
|
|
Item 3. Defaults Upon Senior Securities
|
22 |
|
|
Item 4. Mine Safety Disclosures
|
22 |
|
|
Item 5. Other Information.
|
22 |
|
|
Item 6. Exhibits.
|
22 |
|
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SIGNATURES
|
23 |
PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
GRAY FOX HOLDINGS CORP.
(Formerly Gray Fox Petroleum Corp.)
CONSOLIDATED BALANCE SHEETS
|
|
December 31,
2015
|
|
|
March 31,
2015
|
|
ASSETS
|
|
|
|
|
|
|
Cash and equivalents
|
|
$
|
59,791
|
|
|
$
|
44
|
|
Investments at fair value
|
|
|
75,000
|
|
|
|
100,000
|
|
Total current assets
|
|
|
134,791
|
|
|
|
100,044
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
134,791
|
|
|
|
100,044
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
144,344
|
|
|
$
|
6,083
|
|
Accrued expenses, related party
|
|
|
8,461
|
|
|
|
|
|
Convertible notes payable, net of discounts of $371,588 and $0 at December 31, 2015 and March 31, 2015, respectively
|
|
|
159,757
|
|
|
|
-
|
|
Derivative liabilities
|
|
|
436,833
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
749,395
|
|
|
|
6,083
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001, authorized 20 million, 20 million and zero shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively
|
|
|
20,000
|
|
|
|
-
|
|
Common stock, par value $0.001, authorized 675 million, 69,109,291 and 37,994,889 issued and outstanding at December 31 and March 31, 2015, respectively.
|
|
|
69,109
|
|
|
|
37,995
|
|
Additional paid-in capital
|
|
|
1,025,612
|
|
|
|
(36,442
|
)
|
Common stock payable
|
|
|
-
|
|
|
|
249,342
|
|
Accumulated deficit
|
|
|
(1,729,325
|
)
|
|
|
(156,934
|
)
|
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)
|
|
|
(614,604
|
)
|
|
|
93,961
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
|
$
|
134,791
|
|
|
$
|
100,044
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GRAY FOX HOLDINGS CORP.
(Formerly Gray Fox Petroleum Corp.)
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
|
|
Nine Months Ended
December 31,
|
|
|
Three Months Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
$
|
12,667
|
|
|
$
|
3,292
|
|
|
$
|
4,438
|
|
|
$
|
3,292
|
|
Total investment income
|
|
|
12,667
|
|
|
|
3,292
|
|
|
|
4,438
|
|
|
|
3,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
1,449,378
|
|
|
|
26,244
|
|
|
|
307,619
|
|
|
|
(12,345
|
)
|
Total operating expenses
|
|
|
1,449,378
|
|
|
|
26,244
|
|
|
|
307,619
|
|
|
|
(12,345
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(1,436,711
|
)
|
|
|
(22,952
|
)
|
|
|
(303,181
|
)
|
|
|
15,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income or (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(266,531
|
)
|
|
|
-
|
|
|
|
(140,992
|
)
|
|
|
-
|
|
Realized gains or (losses) on trading securities
|
|
|
(39,464
|
)
|
|
|
18,593
|
|
|
|
-
|
|
|
|
-
|
|
Unrealized gains or (losses) on trading securities
|
|
|
30,000
|
|
|
|
(65,499
|
)
|
|
|
-
|
|
|
|
(41,000
|
)
|
Change in value of derivative
|
|
|
75,843
|
|
|
|
-
|
|
|
|
66,269
|
|
|
|
-
|
|
Gain on exchange of equity for convertible debt
|
|
|
64,472
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total other income or (loss)
|
|
|
(135,680
|
)
|
|
|
(46,906
|
)
|
|
|
(74,723
|
)
|
|
|
(41,000
|
)
|
Net loss before income tax provision
|
|
|
(1,572,391
|
)
|
|
|
(69,858
|
)
|
|
|
(377,904
|
)
|
|
|
(25,363
|
)
|
Income tax (expense) / benefit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
NET LOSS
|
|
$
|
(1,572,391
|
)
|
|
$
|
(69,858
|
)
|
|
$
|
(377,904
|
)
|
|
$
|
(25,363
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and fully diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
Weighted average number of shares outstanding
|
|
|
51,325,723
|
|
|
|
37,994,889
|
|
|
|
60,601,185
|
|
|
|
37,994,889
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GRAY FOX HOLDINGS CORP.
(Formerly Gray Fox Petroleum Corp.)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
(Unaudited)
|
|
Common Stock,
Par Value $0.001
|
|
|
Series A Preferred Stock,
Par Value $0.001
|
|
|
Additional |
|
|
Common |
|
|
|
|
|
Total |
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid In
Capital
|
|
|
Stock
Payable
|
|
|
Accumulated
Deficit
|
|
|
Shareholders'
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2014
|
|
|
37,994,889
|
|
|
|
37,995
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(36,442
|
)
|
|
|
249,342
|
|
|
|
(96,452
|
)
|
|
|
154,443
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
(60,482
|
)
|
|
|
(60,482
|
)
|
Balances, March 31, 2015
|
|
|
37,994,889
|
|
|
$
|
37,995
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
(36,442
|
)
|
|
$
|
249,342
|
|
|
$
|
(156,934
|
)
|
|
$
|
93,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of reverse merger
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(152,479
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(152,479
|
)
|
Conversion of stock payable to convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(249,342
|
)
|
|
|
-
|
|
|
|
(249,342
|
)
|
Issuance of preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000,000
|
|
|
|
20,000
|
|
|
|
70,200
|
|
|
|
-
|
|
|
|
-
|
|
|
|
90,200
|
|
Redemption of convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
85,967
|
|
|
|
-
|
|
|
|
-
|
|
|
|
85,967
|
|
Shares issued for officer compensation
|
|
|
20,600,000
|
|
|
|
20,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,050,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,071,200
|
|
Shares issued for conversion of debt
|
|
|
10,514,402
|
|
|
|
10,514
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,766
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,280
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,572,391
|
)
|
|
|
(1,572,391
|
)
|
Balances, December 31, 2015
|
|
|
69,109,291
|
|
|
$
|
69,109
|
|
|
|
20,000,000
|
|
|
$
|
20,000
|
|
|
$
|
1,025,612
|
|
|
$
|
-
|
|
|
$
|
(1,729,325
|
)
|
|
$
|
(614,604
|
)
|
The accompanying notes are an integral part of these consolidated financial statements
GRAY FOX HOLDINGS CORP.
(Formerly Gray Fox Petroleum Corp.)
CONSOLLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Nine Months Ended
December 31,
|
|
|
|
2015 |
|
|
2014 |
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net loss
|
|
$
|
(1,572,391
|
)
|
|
$
|
(69,858
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss with cash used in operations:
|
|
|
|
|
|
Stock-based compensation
|
|
|
1,161,400
|
|
|
|
-
|
|
Gain on conversion of stock payable to convertible notes payable
|
|
|
(64,472
|
)
|
|
|
-
|
|
Unrealized (gain) loss from investments
|
|
|
(30,000
|
)
|
|
|
65,499
|
|
Realized (gain) loss from investments
|
|
|
39,464
|
|
|
|
(18,593
|
)
|
Amortization of discounts on notes payable
|
|
|
239,292
|
|
|
|
-
|
|
Change in value of derivative
|
|
|
(75,843
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Investments
|
|
|
15,536
|
|
|
|
19,027
|
|
Accounts payable and accrued expenses
|
|
|
166,240
|
|
|
|
5,574
|
|
Net cash used in operating activities
|
|
|
(120,774
|
)
|
|
|
1,649
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
Effect of reverse merger
|
|
|
(152,479
|
)
|
|
|
-
|
|
Net cash provided by / used in investing activities
|
|
|
(152,479
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
Proceeds from convertible notes payable
|
|
|
333,000
|
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
333,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash
|
|
|
59,747
|
|
|
|
1,649
|
|
Cash at beginning of period
|
|
|
44
|
|
|
|
19
|
|
Cash at end of period
|
|
$
|
59,791
|
|
|
$
|
1,668
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
10,214
|
|
|
$
|
-
|
|
Cash paid for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
|
|
Discounts on convertible notes
|
|
$
|
655,185
|
|
|
$
|
-
|
|
Stock payable converted to debt
|
|
|
184,870
|
|
|
|
-
|
|
Redemption of notes with new financing arrangement
|
|
|
187,522
|
|
|
|
-
|
|
Conversion of notes payable to common stock
|
|
|
18,280
|
|
|
|
-
|
|
Derivative settlement on notes payable converted to common stock
|
|
|
85,967
|
|
|
|
-
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GRAY FOX HOLDINGS CORP.
(Formerly Gray Fox Petroleum Corp.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
Gray Fox Petroleum Corp. (formerly Viatech Corp.) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, however, the Company abandoned its plans to enter into the interior design and architectural visualization business and the majority stockholder sold his interest in the Company.
A complete history of the Company between May 31, 2013 and March 31, 2014 can be found in Item 1 of our Annual Report on Form 10-K filed on June 27, 2014 and is hereby incorporated by reference.
As is more thoroughly described in Note 3 to the financial statements, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Additionally, DB Capital merged with Gray Fox Petroleum Corp. on April 3, 2015 by transferring a 70% interest in two non-controlling interests to Gray Fox, distributing the controlling interest in Gray Fox and the remaining 30% interest in the restaurants to Daniel Sobolewski and dissolving DB Capital Corp.
Basis of Presentation
The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. Dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
The Company has adopted a fiscal year end of March 31.
These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. These interim condensed financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2015 and notes thereto included in the Company's Annual Report on Form 10-K as of March 31, 2015, filed on June 30, 2015. The Company follows the same accounting policies in the preparation of interim reports.
Fair Value of Financial Instruments
Under ASC 820-10-05, the Financial Accounting Standards Board ("FASB") established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.
Revenue Recognition
Interest and Dividend Income
We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. For equity investments for which we have a 5% or less equity position, we recognize interest and dividend income when received.
In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, we remove it from non-accrual status.
For the nine months ended December 31, 2015, our only interest and dividend income was from our investment in Graffiti Junktion restaurants which were recorded on a cash basis.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered through future operations.
Uncertain Tax Positions
In accordance with ASC 740, "Income Taxes" ("ASC 740"), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
Various taxing authorities may periodically audit the Company's income tax returns. These audits may include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter for which an allowance has been established is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.
The assessment of the Company's tax position relies on the judgment of management to estimate the exposures associated with the Company's various filing positions.
Stock-Based Compensation
The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
Basic and Diluted Loss per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Recent Accounting Pronouncements
In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) ("ASU 2015-16"). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company's consolidated financial statements.
In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.
As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $1,729,325, and a working capital deficit of $614,604. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is actively pursuing financing for new investment opportunities. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Business Combination
On April 2, 2015, Daniel Sobolewski acquired from Lawrence Pemble 19,400,000 shares in exchange for a promissory note. The change in control constitutes a "reverse acquisition" as defined in ASC 805-40 – Business Combinations. On that same date, Lawrence Pemble resigned his positions of Chief Executive Officer and Board Chairman. Upon Mr. Pemble's resignation, Mr. Sobolewski appointed himself as Board Chairman and Chief Executive Officer.
Subsequent to the change in control, Mr. Sobolewski contributed 100% of his shares of DB Capital Corp. to the Company.
In a reverse merger, the incoming operating company (DB Capital Corp.) is the only relevant operating entity going forward. Therefore, the prior operations of DB Capital, including historical equity transactions reported, are those of DB Capital, and not Gray Fox Petroleum. The financial statements included in this Form 10-Q and all subsequent operational reporting, as well as historical equity transactions and comparison of operating data with proper periods, will reflect the operations of DB Capital Corp. and not Fray Fox Petroleum, Inc.
Note 4 – Related Party Transactions
Common Stock
On May 30, 2014, the Company issued 1,000,000 shares to Lawrence Pemble, our Chief Executive Officer pursuant to his employment agreement with the Company.
On July 15, 2015, we issued 20,600,000 shares to Daniel Sobolewski, our Board Chairman and Chief Executive Officer for compensation. We valued the shares at the grant-date fair value ($0.052 per share) and charged General and Administrative Expense with $1,071,200.
Preferred Stock
On December 30, 2015, we issued 20,000,000 shares of Series A Preferred Stock to our Board Chairman and Chief Executive Officer for compensation whose value on the grant date was $90,200. See Note 7 for a discussion of rights of these shares and their valuation.
CEO Compensation
During the three months ended December 31, 2014, Daniel Sobolewski contributed $33,817 to DB Capital and elected not to receive a promissory note in return. At the time of these contributions, Mr. Sobolewski did not have a compensation arrangement with DB Capital. Consequently, DB Capital accounted for compensation payments to Mr. Sobolewski on a cash basis. Likewise, when Mr. Sobolewski contributed the $33,817 to DB Capital, it was accounted for as a reduction of compensation expense. For this reason, general and administrative expense is negative for the three months ended December 31, 2014. If these contributions had not occurred, or if Mr. Sobolewski had taken a promissory note instead of accounting for the contributions as a reduction of compensation expense, general and administrative expenses for the nine and three months ended December 31, 2014 would have been $60,061 and 21,472, respectively.
On October 1, 2015, the Company entered into an Executive Employment and Incentive Agreement with Daniel Sobolewski, the Chief Executive Officer. The term is for two years and automatically renews each year unless terminated by either party. Mr. Sobolewski's compensation arrangement provides for a salary of $90,000 per year. The agreement also provides for a one-time bonus not to exceed $70,000. During the three months ended December 31, 2015, Mr. Sobolewski was paid $69,000 in bonuses. Moreover, we accrued $22,500 in monthly salary and paid Mr. Sobolewski $14,039, leaving a balance owed of $8,461.
Note 5 – Investments
The fair value of our investments at December 31 and March 31, 2015 were as follows:
|
|
Investments at Fair Value
|
|
|
|
12/31/15
|
|
|
3/31/15
|
|
|
|
|
|
|
|
|
Wialan Technologies common stock
|
|
$
|
-
|
|
|
$
|
25,000
|
|
Equity participation in Graffiti Junktion restaurants
|
|
|
75,000
|
|
|
|
75,000
|
|
Total investments
|
|
$
|
75,000
|
|
|
$
|
100,000
|
|
We account for our investments according to ASC 321 Investments – Equity Securities. We have classified our investments in equity securities as "trading securities" which are investments made with the intent of reselling them in the near future. They are carried at fair value and changes in value are measured and included in operating income of each period. A realized gain or loss occurs when a security is liquidated, and the gain or loss is calculated as the difference between the net proceeds, including any broker fees, and the historical cost of those investments. An unrealized gain or loss occurs when a security is held from one period to another, and the fair value of that security fluctuates. The Wialan Technologies securities, which are those on which both realized and unrealized gains and losses have been recorded, are classified as "trading securities".
During the nine months ended December 31, 2015, we had the following investment activities:
Wialan Technologies, Inc. (OTCX: WLAN)
At March 31, 2015, we had 10 million shares of Wialan Technologies common stock for which we paid $55,000. At March 31, 2015, the fair value of that stock was only $25,000. We therefore reserved the carrying value of that investment and recorded an unrealized loss of $30,000 during the fiscal year ended March 31, 2015. On April 1, 2015, we reversed that reserve in contemplation of complete liquidation of the position. We liquidated the position in this investment between April 2, 2015 and May 20, 2015, receiving $15,536 in proceeds, net of broker fees, and recorded a realized loss of $39,464.
The unrealized gain during the nine months ended December 31, 2015 results from the reversal of the unrealized loss recorded at March 31, 2015 referred to in the above paragraph, such that all of the losses for that period become realized (the loss of $39,464).
Graffiti Junktion Restaurants
During the year ended March 31, 2015, we paid $75,000 for 4% equity interest in the Graffiti Junktion restaurant located in Lake Mary, Florida and a 5% interest located in the Graffiti Junktion restaurant in Orlando, Florida. According to the terms of the agreement we are entitled to receive a pro-rata dividend when the management of Graffiti Junktion declares such a dividend.
During the nine months ended December 31, 2015 and 2014, we received $12,667 and $3,292, respectively. During the three months ended December 31, 2015 and 2014, we received $4,438 and $3,292, respectively.
Note 6 – Fair Value of Financial Instruments
The Company adopted FASB ASC 820-10 upon inception at September 22, 2011. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must be measured under the new fair value standard. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31 and March 31, 2015, respectively:
|
Fair Value Measurements
at December 31, 2015
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Investments at fair value
|
|
$
|
75,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Total assets
|
|
$
|
75,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable
|
|
|
-
|
|
|
|
531,345
|
|
|
|
-
|
|
Discounts on convertible notes
|
|
|
-
|
|
|
|
(371,588
|
)
|
|
|
-
|
|
Derivative liability
|
|
|
-
|
|
|
|
-
|
|
|
|
436,833
|
|
Total liabilities
|
|
$
|
-
|
|
|
$
|
159,757
|
|
|
$
|
436,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
at March 31, 2015
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and fair value
|
|
$
|
100,000
|
|
|
$ |
|
|
|
$ |
|
|
Total assets
|
|
$
|
100,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The fair values of our accounts payable, convertible notes and discounts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. Our derivative liability is considered a Level 3 input.
There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended December 31, 2015 or the year ended March 31, 2015.
Note 7 – Stockholders' Equity
Common Stock
The Company has authorized 675,000,000 shares of common stock, $0.001 par value per share and 20,000,000 shares of preferred stock $0.001 par value.
The Company issued shares of common stock during the year ended March 31, 2015, the description of which are in Note 6 – Stockholders' Equity disclosure of the financial statements filed on Form 10-K as of March 31, 2015, filed with the Securities and Exchange Commission on June 30, 2015 and are herein incorporated by reference.
However, as the guidance in ASC 805-40 – Business Combinations indicates, subsequent to a reverse merger (see Note 3), equity transactions are retroactively shown as those of the accounting acquirer (in this case, DB Capital Corp.) but are denominated in the shares of the issuer (Gray Fox Petroleum, Inc.). Therefore, the Statement of Changes in Shareholder Equity included in these financial statements reflect the equity events of DB Capital Corp. which has not issued any shares since its initial founders' shares. Therefore, all 37,994,889 shares issued and outstanding at March 31, 2015 are reported as having been outstanding since inception.
On July 15, 2015, we issued 20,600,000 shares to Daniel Sobolewski, our Board Chairman and Chief Executive Officer for compensation. We valued the shares at the grant-date fair value ($0.052 per share) and charged General and Administrative Expense with $1,071,200.
During the three months ended December 31, 2015, we issued 10,514,402 shares pursuant to certain conversion provisions of the convertible promissory notes discussed in Note 8. The amounts of interest and principal converted is governed by the terms of the promissory notes themselves. Upon recording the issuance of these shares, we reduced the principal owed by $17,777, accrued interest by $503, increasing Additional Paid in Capital by the sum of those two reductions, or $18,280. In addition, we recorded reductions in the associated discounts and derivative liabilities in the amounts of $13,739 and 18,519, respectively.
Preferred Stock
On December 30, 2015, the Board of Directors of the Company approved a Series A Super Voting Preferred Stock Certificate of Designation, which sets forth the rights, preferences and privileges, to be known as Series A Super Voting Preferred Stock and filed with the State of Nevada on October 28, 2015. The Company is authorized to issue up to Twenty Million (20,000,000) shares of Series A Super Voting Preferred Stock. Each share of the Series A Super Voting Preferred Stock shall be entitled to the voting equivalent of 100 shares of common stock.
Pursuant to the Certificate of Designation, 20,000,000 shares constitute the Series A preferred stock. The Series A preferred stock is non-convertible, zero-dividend, zero-interest, have no economic rights other than return of any paid-in capital par value and carry super voting rights.
On December 30, 2015, the Company issued 20,000,000 shares of the Company's Series A Preferred Stock to Daniel Sobolewski, the current CEO. There is currently no market for the shares of Series A Preferred and they are not convertible into shares of common stock of the Company. The Company received no cash proceeds for the issuance of the shares.
The Preferred Series A issued December 30, 2015 were valued based upon industry specific control premiums and the Company's market cap at the time of the transaction based on the market price of the common stock.
In valuing the preferred shares we used the Market Approach which is utilized to arrive at an indication of equity value by using quoted market prices of the capital structure as of 12/30/15. The market cap of the Company represents 100% of the minority interest for all outstanding common shares. The Preferred Series A fair value is based on the value of the voting rights.
Managements' Preferred Series A shares represent a controlling voting interest in the Company and therefore determining the Control Premium is an indication of the Securities value. The Control Premium for the Company is based on publicly traded companies or comparable entities in the Food Processing industry which have been acquired in arm's–length transactions.
The valuation of the preferred shares as of 12/30/15 used the following inputs:
1.
|
The common stock price was $0.010;
|
|
|
2.
|
Market capitalization based on 58,594,889 common shares outstanding; no in-the-money warrants; and 20,000,000 Series A Preferred shares;
|
|
|
3.
|
A 15.40% premium for the voting preferences;
|
|
|
4.
|
2,058,594,889 total voting shares/rights and Managements zero additional voting rights represented 97.154% of the total;
|
|
|
5.
|
The conversion value is $0;
|
We determined the fair value of these securities to be $90,200. In recording the issuance of these shares, we increase Preferred Stock by $20,000, Additional Paid in Capital by $70,200, and charged Stock-Based Compensation (an operating expense) with $90,200.
Common Stock Payable
During 2012, the DB Capital Corp. (the Accounting Acquirer in the reverse merger whose equity transactions are retroactively shown in these financial statements) entered into multiple subscription agreements (the "2012 Subscription Agreements") to raise operating capital, raising $194,870 in cash, and promising a certain amount of common shares of DB Capital in return. Interest was explicitly stated in the instruments and, as of March 31, 2015 and 2014, was accrued and became part of the stock payable recorded in the equity section of the balance sheet. The balance of the stock payable at March 31, 2015 and 2014 was $249,342.
On June 1, 2015, the Company retired this stock payable by issuing convertible notes payable to these initial DB Capital investors (see Note 8).
Note 8 – Convertible Notes Payable
Convertible Notes Payable
The June 1, 2015 Notes
On June 1, 2015, the Company issued convertible notes payable (the "June 1, 2015 Notes") to several original investors of DB Capital Corp. (see Note 7 reference to the "2012 Subscription Agreements"). The aggregate stock payable to these investors at March 31, 2015 was $249,342.
The aggregate principal amount of the convertible promissory notes issued on June 1, 2015 was $184,870. All of these notes have a maturity date of June 1, 2016 and have interest explicitly stated in the payment amount due at maturity. The aggregate principal and interest due at maturity is $218,745. The nominal interest rates implicit in these notes range from 14% to 21%, with an average implicit rate of 18%.
The June 1, 2015 Notes may be converted into common stock of the Company at a 50% discount to the applicable bid price of the closing day the conversion is executed. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below).
In recording the June 1, 2015 Notes, we charged the notes' aggregate principal amounts ($184,870) against the outstanding stock payable at March 31, 2015 ($249,342), recording a gain of $64,472 on the excess.
On October 27, 2015, we entered into a convertible promissory note with a financing institution to redeem most of these notes (see the discussion below in the section entitled "The October 27, 2015 Redemption Note". All but one creditor from the June 1, 2015 group redeemed their notes with the financial institution. The remaining June 1, 2015 note holder has a principal balance owed at December 31, 2015 of $8,300, an unamortized debt discount of $3,458, accrued interest of $944, and an associated derivative liability of $9,061.
The May 20, 2015 Cash Note
On May 20, 2015, we issued a convertible promissory note (the "May 20, 2015 Cash Note") for $21,500 in exchange for $20,000 in cash. The note principal and interest matures on May 20, 2016, and accrues interest at 8%. The note is convertible at any time into common shares of the Company at a conversion price equal to 50% of the lowest trading price for the twenty trading days prior to notice of conversion. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). We immediately recorded the difference between the stated note principal amount of $21,500 and the actual funds received $20,000 as interest expense.
During the nine months ended December 31, 2015, we recorded $975 of nominal interest, amortized $11,400 of debt discount to interest expense, and recorded changes in the fair value of the associated derivative liability.
During the three months ended December 31, 2015, we issued 2,145,202 common shares upon election of the creditor to convert a portion of the outstanding interest and principal to our common shares. In issuing these shares, we recorded a reduction of principal and interest of $11,500 and $504, respectively, increasing Additional Paid in Capital by those amounts. In addition, we proportionally reduced the unamortized debt discount by $8,150, charging Interest Expense for that amount, and reduced the derivative liability by $13,656, increasing Additional Paid in Capital in so doing.
At December 31, 2015, unpaid interest and principal amounted to $472 and $10,000, respectively. Unamortized debt discount was $1,950 and the fair value of the embedded derivative liability was $12,881.
The November 1, 2015 Cash Notes
On November 1, 2015, we issued three convertible promissory notes ("The November 1, 2015 Cash Notes") to accredited investors in exchange for cash. The aggregate nominal value of these notes, which is equal to the cash proceeds, is $125,000.
These notes mature on November 1, 2016, accrue interest due at maturity at 6.5%, and can be converted to common stock at 50% of the applicable bid price on the day the conversion is executed. Any unpaid principal and interest is automatically converted, at maturity, to common stock at the conversion price. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below).
During the three months ended December 31, 2015, we accrued interest of $1,035, recorded the initial value of their embedded derivative liabilities (see below) of $133,880 and debt discounts of $125,000. The difference between the initial derivative and the debt discount (i.e., $8,880) was recorded immediately as interest expense. Additionally, during the three months ended December 31, 2015, we amortized $18,749 to interest expense, and reduced the embedded derivatives to their fair values at December 31, 2015. Unamortized discounts and the fair value of embedded derivatives at December 31, 2015 for the November 1, 2015 Cash Notes were $106,251 and $125,861, respectively.
The October 26, 2015 Cash Note
On October 26, 2015, we exchanged a $206,000 convertible promissory note for $188,000 in cash. The note matures on April 26, 2015 and bears no interest until maturity, but bears interest of 12% for unpaid principal after maturity. After the maturity date, the holder may elect to convert any portion of the unpaid principal and accrued interest into common stock at a 35% discount from the average of the lowest intra-day traded price within the fifteen days prior to a notice of conversion. The inclusion of a variable conversion price implied an embedded derivative (see below for the calculation of the derivative value) which we recorded as $155,951.
The difference between the nominal value of the note ($206,000) and cash proceeds ($188,000) were combined with the initial derivative value (see below) of $155,951 and recorded as a initial debt discount of $173,951. For the six months ended December 31, 2015, we amortized $57,984 to interest expense and reduced the related derivative liability to its fair value at December 31, 2015 of $139,392, recording a Change in Fair Value of Derivative of $16,559.
The October 27, 2015 Redemption Note
On October 27, 2015, we entered into an arrangement with six of our seven June 1, 2015 Note Holders to redeem their June 1, 2015 Notes, issuing a new note (the "October 27, 2015 Redemption Note") to a new creditor in the amount of $188,322 in the process. The October 27, 2015 Redemption Note matures on April 26, 2016, inherits the 6.5% interest provision of the acquired June 1, 2015 notes (with unpaid interest and principal accruing interest at 12% after maturity) and can be converted to common stock at price which equals the lesser of (a) 60% of the intra-day price for the twenty days preceding a Notice of Conversion or (b) $0.00075.
We recorded the initial value of the embedded derivative (see below) of $177,864 as a debt discount.
During the three months ended December 31, 2015, we accrued $2,030 in nominal interest and amortized $29,113 of debt discount to interest expense.
We treated the redemption of the six June 1, 2015 Notes as an extinguishment of those debts in accordance with ASC 405-20-40-1, Liabilities – Derecognition. As such, we reduced the principal and interest balances owed of the June 1, 2015 Notes by $176,570 and 10,952, respectively, and recorded an increase in the principal amount owed of the October 27, 2015 note of $188,321 (with the small $800 difference included as a debt discount).
Additionally, we reduced the debt discounts ($116,626) and fair values of their embedded derivatives ($184,073) of the June 1, 2015 Notes to zero, recording increase in Additional Paid in Capital of $67,447 on their extinguishment.
During the three months ended December 31, 2015, we issued 8,369,200 common shares upon conversion by the creditor of the October 27, 2015 Redemption Note. In recording these issuances, we reduced outstanding principal by $6,277. Additionally, we proportionally reduced the unamortized debt discount and fair values of the associated embedded derivative by $5,589 and $4,863, respectively. We charged the $5,589 to Interest Expense and increased Additional Paid in Capital for the $4,863.
We amortize debt discounts on all outstanding instruments to interest expense over the life of the notes (none of which exceeds one year) on a straight line basis (which approximates the amortization which would have been recorded using the Effective Interest Method). For the nine months ended December 31, 2015, we amortized an aggregate of $195,772 of debt discounts to interest expense.
Derivative Liabilities
We evaluated our convertible promissory notes for embedded derivatives according to Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments; Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities; and ASC 815-40.
The June 1, 2015 Notes
We evaluated the June 1, 2015 Notes' embedded derivatives at June 30, 2015, September 30, 2015, October 27, 2015 (the date of conversion of six of the seven notes), and December 31, 2015 using the following assumptions:
·
|
The notes convert with an initial conversion price of 50% of the closing bid at conversion;
|
|
|
·
|
An event of default would occur 0% of the time (there are no default provisions)
|
|
|
·
|
The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 159%-162% (194%-209% at December 31, 2015) .
|
|
|
·
|
The company would not redeem the notes prior to maturity and would have no reset events; and
|
|
|
·
|
Risk free rates for the remaining term of the notes was in the range of 0.23% to 0.33% (0.08% to 0.26% for December 31, 2015).
|
The following table shows the changes in the fair values of the derivatives for the June 1, 2015 Notes from their issuance to December 31, 2015:
|
|
06/30/15
|
|
|
09/30/15
|
|
|
10/27/15
|
|
|
12/31/15
|
|
Beginning balance
|
|
$
|
-
|
|
|
$
|
208,678
|
|
|
$
|
208,014
|
|
|
$
|
9,339
|
|
Initial value at issuance
|
|
|
213,919
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value
|
|
|
(5,241
|
)
|
|
|
(664
|
)
|
|
|
(14,602
|
)
|
|
|
(278
|
)
|
Decreases from redemptions
|
|
|
-
|
|
|
|
-
|
|
|
|
(184,073
|
)
|
|
|
-
|
|
Ending balance
|
|
$
|
208,678
|
|
|
$
|
208,014
|
|
|
$
|
9,339
|
|
|
$
|
9,061
|
|
The May 20, 2015 Cash Note
We evaluated the May 20, 2015 Cash Note's embedded derivative at June 30, 2015, September 30, 2015 and December 31, 2015 using the following assumptions:
·
|
The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days;
|
|
|
·
|
An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%;
|
|
|
·
|
The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 159%-162% (194%-209% at December 31, 2015).
|
|
|
·
|
The company would not redeem the notes prior to maturity and would have no reset events; and
|
|
|
·
|
Risk free rates for the remaining term of the notes was in the range of 0.23% to 0.33% (0.08% to 0.26% for December 31, 2015).
|
The following table shows the changes in the fair values of the derivatives for the May 20, 2015 Cash Note from issuance to December 31, 2015:
|
|
06/30/15
|
|
|
09/30/15
|
|
|
12/31/15
|
|
Beginning balance
|
|
$
|
-
|
|
|
$
|
34,530
|
|
|
$
|
16,329
|
|
Initial value at issuance
|
|
|
33,654
|
|
|
|
-
|
|
|
|
-
|
|
Change in fair value
|
|
|
876
|
|
|
|
(4,545
|
)
|
|
|
(3,448
|
)
|
Reductions from conversions
|
|
|
-
|
|
|
|
(13,656
|
)
|
|
|
-
|
|
Ending balance
|
|
$
|
34,530
|
|
|
$
|
16,329
|
|
|
$
|
12,881
|
|
The November 1, 2015 Cash Notes
We evaluated the November 1, 2015 Cash Notes' embedded derivative at December 31, 2015 using the following assumptions:
·
|
The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days;
|
|
|
·
|
An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%;
|
|
|
·
|
The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 194%-209%;
|
|
|
·
|
The company would not redeem the notes prior to maturity and would have no reset events; and
|
|
|
·
|
Risk free rates for the remaining term of the notes was in the range of 0.08% to 0.26%.
|
Initial derivative aggregate values for the November 1, 2015 Cash Notes were $133,880. We recorded a reduction in the fair value of these liabilities at December 31, 2015 of $8,019, resulting in a gain of that amount. The fair value of the liabilities at December 31, 2015 was $125,861.
The October 26, 2015 Cash Note
We evaluated the October 26, 2015 Cash Note's embedded derivative at December 31, 2015 using the following assumptions:
·
|
The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days;
|
|
|
·
|
An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%;
|
|
|
·
|
The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 194%-209%;
|
|
|
·
|
The company would not redeem the notes prior to maturity and would have no reset events; and
|
|
|
·
|
Risk free rates for the remaining term of the notes was in the range of 0.08% to 0.26%.
|
The initial value of the embedded derivative was $155,951. We reduced that amount to the fair value at December 31, 2015 of $139,392, recognizing a gain of $16,559 for the three months ended December 31, 2015.
The October 27, 2015 Redemption Note
We evaluated the October 26, 2015 Cash Note's embedded derivative at December 31, 2015 using the following assumptions:
·
|
The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days;
|
|
|
·
|
An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%;
|
|
|
·
|
The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 194%-209%;
|
|
|
·
|
The company would not redeem the notes prior to maturity and would have no reset events; and
|
|
|
·
|
Risk free rates for the remaining term of the notes was in the range of 0.08% to 0.26%.
|
|
|
·
|
The initial value of the embedded derivative was $155,951. We reduced that amount to the fair value at December 31, 2015 of $139,392, recognizing a gain of $16,559 for the three months ended December 31, 2015.
|
The initial value of the derivative at issuance was $177,864. During the three months ended December 31, 2015, we reduced that amount by $4,863 due to conversions into common stock by the creditor and an additional $23,363 from a change in the derivative's fair value.
The following table summarizes the changes in the derivative liabilities for the nine months ended December 31, 2015 for all instruments:
Derivative liabilities, March 31, 2015
|
|
$
|
-
|
|
New additions from note issuances
|
|
|
715,268
|
|
Redemption of June 1, 2015 convertible notes
|
|
|
(184,073
|
)
|
Retirement from conversions of debt to equity
|
|
|
(18,519
|
)
|
Changes in fair values of derivatives
|
|
|
(75,843
|
)
|
Balances, December 31, 2015
|
|
$
|
436,833
|
|
Note 9 – Income Taxes
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.
For the nine months ended December 31, 2015 and the year ended March 31, 2015, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31 and March 31, 2015, the Company had approximately $567,925 and $156,934 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.
The components of the Company's deferred tax asset are as follows:
|
|
December 31,
2015
|
|
|
March 31,
2015
|
|
|
|
|
|
|
|
|
Net operating loss carry-forwards
|
|
$
|
567,925
|
|
|
$
|
156,934
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset
|
|
|
198,774
|
|
|
|
54,927
|
|
Valuation allowance
|
|
|
(198,774
|
)
|
|
|
(54,927
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
Note 10 – Legal Proceedings
On March 20, 2015, we were sued in the 157th Judicial District Court of Harris County, Texas for damages relating to our non-payment of certain professional fees to provide an independent technical and economic due diligence report to help the Company determine the oil and gas potential for its West Ranch Prospect. In Gaffney Cline and Associates, Inc. v .Gray Fox Petroleum Corp. (cause no. 2015-10468), the Plaintiff, Gaffney Cline & Associates, Inc., ("the Plaintiff" or "Gaffney Cline"), sought damages in the amount of $83,188, pre-judgment interest in the amount of $7,352, and legal costs of $8,852, for a total of $99,392. In addition, the Plaintiff sought additional contingent legal fees in the amount of $5,000 and $10,000 if, upon appeal to an Appellate Court and the Texas Supreme Court, respectively, the plaintiff is the successful party. At December 31, 2015 and March 31, 2015, we included $86,632 (after adjustments for interest accruals and payments) and $99,392 in Accounts Payable and Accrued Liabilities, respectively, reflecting this judgment.
On April 17, 2015, the Harris Country District Court entered a judgment for the Plaintiff in the requested amount of $99,392.
On May 14, 2015, the Plaintiff filed an Application for Turnover After Judgment and for Appointment of Receiver ("the Receivership Application") for the purpose of liquidating certain non-exempt property to satisfy the outstanding judgment.
On June 2, 2015, at a court hearing to consider the Receivership Application, the 157th Court denied the Receivership Application, but would allow discovery answer and review and a second Receivership Application should the Plaintiff wish to re-file. On June 19, 2015, the Plaintiff filed a second Receivership Application. On July 7, 2015, after hearing the payment schedule proposed by the defendant (the Company), the Court ruled that that the Court will enter an order appointing a post-judgment turnover receiver to take control of Gray Fox's non-exempt assets (essentially, all the assets of the Company) unless the defendant/Company pays $1,000 on the fifteenth of each month beginning on July 15, 2015 (all of which have been paid through the date of this report on Form 10-Q) and $10,000 on the sixth month following July 15, 2015 (the first payment of which was paid December 15, 2015) and each six months thereafter until the obligation is satisfied in full.
Note 11 – Subsequent Events
Subsequent to December 31, 2015, we issued 7,998,692 shares for conversion of a portion of the May 20, 2015 Cash Note; 31,226,633 shares for conversion of a portion of the October 27, 2015 Redemption Note; 7,233,116 for conversion of a portion of the June 1, 2015 Notes and 100,000,000 shares to Daniel Sobolewski, our Chief Executive Officer.
On January 7, 2016, we issued a convertible promissory note with a nominal value of $62,500 for $50,000 in cash.
On January 23, 2016, we signed a Franchise Agreement with Graffiti Junktion Restaurants to license and operate three restaurants under the Graffiti Junktion name, each upon the approval of the Franchisor. We paid $35,000 apiece for the rights ($105,000 total) and we are to pay 5% of monthly gross sales. The Franchise has an initial term of ten years and can be renewed for three additional five-years periods if the restaurants are in good standing with the franchisor.
The Franchise is owned by us (51%), Tagged Restaurants Corp. (29%), a company created and owned 100% by our Chief Executive Officer, Daniel Sobolewski, and Daniel Sobolewski individually (20%).
On February 4, 2016, we signed a lease for our first franchise location at 415 Main St., Daytona Beach, FL 32118. The location is 3,880 square feet and is located in the heart of Daytona Beach. The Lease term overall is renewable for up to 20 yrs with the first right of refusal to purchase. The monthly rent is $5,000 for the first year, and increases by 3% each year thereafter. It is a two story facility with a balcony, full kitchen, and has an occupancy of 150.
We have evaluated subsequent events through the date this report was issued.
Item 2. Management's Discussion and Analysis or Plan of Operation.
This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Overview and Outlook
Until April 2, 2015, the Company was a domestic oil and gas exploration and development company focused on the acquisition and exploration of oil and natural gas properties in the Western United States.
As is more thoroughly described in Note 3 to the financial statements, the Company experienced a change in control on April 2, 2015.
We compare the results of operations for the periods in 2015 with the periods in 2014 with that of DB Capital Corp., the continuing entity, and not Gray Fox Petroleum, Inc.
Results of Operations
Nine Months Ended December 31, 2015 versus 2014
Revenues:
The Company had dividend income from the two Florida restaurants of $12,667 for the nine months ended December 31, 2015 versus $3,292 the same period in 2014. The investments were made in November, 2014, so only two months of dividends are included in revenues for 2014, whereas a full nine months are recorded for 2015.
General and administrative:
General and administrative expense was $1,449,378 for the nine months ended December 31, 2015. Of that amount, $1,161,400 was stock-based compensation, leaving $287,978 in general and administrative costs paid or payable in cash. During the nine months ended December 31, 2014, we had $26,244 of costs in this category. The increase is mainly due to higher expense levels associated with public company disclosure requirements and Mr. Sobolewski's bonus (see Note 4 to the financial statements) .
Interest expense:
We had no interest-bearing debt during the nine months ended December 31, 2014. As explained in Note 8 to the financial statements, the Company converted certain stock payable balances to convertible debt and issued certain other convertible promissory notes during the nine months ended December 31, 2015 resulting in $266,531 of interest expense where there was none in 2014.
Trading gains and losses:
We account for our investments according to ASC 321 Investments – Equity Securities. We have classified our investments in equity securities as "trading securities" which are investments made with the intent of reselling them in the near future. They are carried at fair value and changes in value are measured and included in operating income of each period. A realized gain or loss occurs when a security is liquidated, and the gain or loss is calculated as the difference between the net proceeds, including any broker fees, and the historical cost of those investments. An unrealized gain or loss occurs when a security is held from one period to another, and the fair value of that security fluctuates. The Wialan Technologies securities, which are those on which both realized and unrealized gains and losses have been recorded, are classified as "trading securities".
Realized investment gains and losses - the Company had net realized loss of $39,464 on equity stock trades during the nine months ended December 31, 2015 versus a gain of $18,593 during the same period in the previous year.
The current year loss of $39,464 results from the liquidation of 10 million Wialan Technologies (OTCX:WLAN) shares held at March 31, 2015. The previous-year gain of $18,593 results from the liquidation of 1,917,899 shares of Wialan common stock held at March 31, 2014.
Unrealized investment gains and losses - unrealized gains and losses result from (1) holding shares at the balance sheet whose historical cost basis is different than the current fair market value as determined by the closing price of that equity on a traded exchange or (2) liquidating shares (and realizing a gain or loss) the gain or losses of which had, in previous periods, been included in unrealized gains or losses. We had a $30,000 gain for the nine months ended December 31, 2015 versus a $65,499 loss for the same period in 2014. Both the gain in the current year and the loss in the previous year are a result of re-categorization of trading losses from that of unrealized (arising from simply holding shares at period end) to realized losses (resulting from actual liquidation). If one accounts for both realized and unrealized losses together, then total trading losses amounted to $9,464 and $46,906 for the nine months ended December 31, 2015 and 2014, respectively.
Change in value of derivative:
The change in the value of our derivative liabilities result mostly from the change in our stock price and its volatility. We had a gain during the nine months ended December 31, 2015 of $75,843 versus no gain or loss during the same period in 2014 as we had no derivative liabilities during 2014.
Gain on exchange of equity for convertible debt:
As explained in Note 7 to the financial statements, certain investors exchanged their stock payable for convertible debt instruments which resulted in a one-time gain of $64,472. There were no such transactions during the same period in 2014.
Three Months Ended December 31, 2015 versus 2014
Revenues:
During the three months ended December 31, 2015, the Company had $4,438 of dividend income from its investment in two Graffiti Junktion restaurants in Florida versus $3,292 for the same period in 2014. The change is a result of receiving three months of dividends in the current year, versus only two in the previous.
General and administrative:
General and administrative expense was $307,619 for the three months ended December 31, 2015. Of that amount, $90,200 was stock-based compensation, leaving $217,419 in general and administrative costs paid or payable in cash. During the three months ended December 31, 2014, we had negative general and administrative costs of $12,345 (as explained in Note 4 to the financial statements). The increase is mainly due to higher expense levels associated with public company disclosure requirements and Mr. Sobolewski's bonus (see Note 4 to the financial statements)
Interest expense:
We had no interest-bearing debt during the three months ended December 31, 2014. For the three months ended December 31, 2015, we had $140,992 of interest expense.
Change in value of derivative:
The change in the value of our derivative liabilities result mostly from the change in our stock price and its volatility. We had a gain during the three months ended December 3, 2015 of $66,269 versus no gain or loss during the same period in 2014 as we had no derivative liabilities during 2014.
Liquidity and Capital Resources
Our principal source of operating capital has been provided from private sales of our common stock and related-party debt financing. At December 31, 2015, we had negative working capital of $614,604 and negative cash flows from operations of $120,774 for the nine months ended December 31, 2015.
As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable. We will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months.
We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an ongoing effort to locate sources of additional funding, without which we will not be able to remain a viable entity. There are no assurances that we will be able to obtain adequate financing to fund our operations. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.
Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
|
Smaller reporting companies are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
|
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the Chief Executive Officer, this officer concluded that the Company's disclosure controls and procedures are not effective at December 31, 2015 or March 31, 2015. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.
Inherent Limitations of Internal Controls
Our Principal Executive Officer and Chief Financial Officer do not expect that the Company's disclosure controls and procedures or the Company's internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
|
None.
Smaller reporting companies are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
(a) Unregistered Sales of Equity Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities
|
None.
Item 4. Mine Safety Disclosures
Not applicable.
|
Item 5. Other Information.
|
(a) Other Information.
None.
(b) Changes to Procedures for Recommending Director Nominees.
None.
Exhibit No.
|
Document Description
|
|
|
31.1
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
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**
|
* The XBRL related information in Exhibit 101 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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 hereunto duly authorized.
GRAY FOX PETROLEUM CORP.
/s/ Daniel Sobolewski
|
February 17, 2016
|
Daniel Sobolewski
Principal Executive Officer
|
Date
|
Exhibit 31.1
CERTIFICATION
I, Daniel Sobolewsi, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Gray Fox Petroleum Corp.;
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 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control 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 my supervision, to ensure that material information relating to the registrant is made known to me by others, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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 my 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; and
(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; and
5. I have disclosed, based on my 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 control 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 control over financial reporting.
|
Gray Fox Petroleum Corp.
|
|
|
|
February 17, 2016
|
By:
|
/s/ Daniel Sobolewski
|
|
|
Daniel Sobolewski
|
|
|
Chief Executive 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
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended December 31, 2015 of Gray Fox Petroleum Corp. (the "Company") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Gray Fox Petroleum Corp.
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February 17, 2016
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By:
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/s/ Daniel Sobolewski
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Daniel Sobolewski
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Chief Executive Officer
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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 required by Section 906, has been provided to Gray Fox Petroleum Corp. and will be retained by Gray Fox Petroleum Corp. 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 ($)
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Dec. 31, 2015 |
Mar. 31, 2015 |
ASSETS |
|
|
Cash and equivalents |
$ 59,791
|
$ 44
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Investments at fair value |
75,000
|
100,000
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Total Current Assets |
134,791
|
100,044
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TOTAL ASSETS |
134,791
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100,044
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CURRENT LIABILITIES |
|
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Accounts payable and accrued expenses |
144,344
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6,083
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Accrued expenses, related party |
8,461
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Convertible notes payable, net of discounts of $371,588 and $0 at December 31, 2015 and March 31, 2015, respectively |
159,757
|
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Derivative liabilities |
436,833
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TOTAL CURRENT LIABILITIES |
749,395
|
6,083
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SHAREHOLDERS' EQUITY (DEFICIT) |
|
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Preferred stock, par value $0.001, authorized 20 million, 20 million and zero shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively |
20,000
|
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Common stock, par value $0.001, authorized 675 million, 69,109,291 and 37,994,889 issued and outstanding at December 31 and March 31, 2015, respectively. |
69,109
|
37,995
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Additional paid-in capital |
1,025,612
|
(36,442)
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Common stock payable |
|
249,342
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Accumulated deficit |
(1,729,325)
|
(156,934)
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TOTAL SHAREHOLDERS' EQUITY (DEFICIT) |
(614,604)
|
93,961
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) |
$ 134,791
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$ 100,044
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v3.3.1.900
Consolidated Balance Sheets Parenthetical - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Consolidated Balance Sheets Parenthetical |
|
|
Debt Discount |
$ 371,588
|
$ 0
|
Preferred stock par value |
$ 0.001
|
$ 0.001
|
Preferred stock shares authorized |
20,000,000
|
20,000,000
|
Preferred stock shares issued |
20,000,000
|
0
|
Preferred stock shares outstanding |
20,000,000
|
0
|
Common stock par value |
$ 0.001
|
$ 0.001
|
Common stock shares authorized |
675,000,000
|
675,000,000
|
Common stock shares issued |
69,109,291
|
37,994,889
|
Common stock shares outstanding |
69,109,291
|
37,994,889
|
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v3.3.1.900
Consolidated Results of Operations - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Investment income |
|
|
|
|
Dividends |
$ 4,438
|
$ 3,292
|
$ 12,667
|
$ 3,292
|
Total investment income |
4,438
|
3,292
|
12,667
|
3,292
|
Operating expenses |
|
|
|
|
General and administrative expenses |
307,619
|
(12,345)
|
1,449,378
|
26,244
|
Total operating expenses |
307,619
|
(12,345)
|
1,449,378
|
26,244
|
Operating income (loss) |
(303,181)
|
15,637
|
(1,436,711)
|
(22,952)
|
Other income or (expense) |
|
|
|
|
Interest expense |
(140,992)
|
|
(266,531)
|
|
Realized gains or (losses) on trading securities |
|
|
(39,464)
|
18,593
|
Unrealized gains or (losses) on trading securities |
|
(41,000)
|
30,000
|
(65,499)
|
Change in value of derivative |
66,269
|
|
(75,843)
|
|
Gain on exchange of equity for convertible debt |
|
|
64,472
|
|
Total other income or (loss) |
(74,723)
|
(41,000)
|
(135,680)
|
(46,906)
|
Net loss before income tax provision |
$ (377,904)
|
$ (25,363)
|
$ (1,572,391)
|
$ (69,858)
|
Income tax (expense) / benefit |
|
|
|
|
Net loss |
$ (377,904)
|
$ (25,363)
|
$ (1,572,391)
|
$ (69,858)
|
Net loss per share, basic and fully diluted |
$ (0.01)
|
|
$ (0.03)
|
|
Weighted average number of shares outstanding |
60,601,185
|
37,994,889
|
51,325,723
|
37,994,889
|
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v3.3.1.900
Consolidated Statement of Shareholders' Equity (Deficit) - USD ($)
|
Common Stock |
Series A Preferred Stock |
Additional Paid in Capital |
Common Stock Payable |
Accumulated Deficit |
Total |
Balance at Mar. 31, 2014 |
$ 37,995
|
|
$ (36,442)
|
$ 249,342
|
$ (96,452)
|
$ 154,443
|
Balance - shares at Mar. 31, 2014 |
37,994,889
|
|
|
|
|
|
Net loss |
|
|
|
|
(60,482)
|
(60,482)
|
Balance at Mar. 31, 2015 |
$ 37,995
|
|
(36,442)
|
249,342
|
(156,934)
|
93,961
|
Balance - shares at Mar. 31, 2015 |
37,994,889
|
|
|
|
|
|
Effect of reverse merger |
|
|
(152,479)
|
|
|
(152,479)
|
Conversion of stock payable to convertible notes |
|
|
|
$ (249,342)
|
|
(249,342)
|
Issuance of preferred stock |
|
$ 20,000
|
70,200
|
|
|
90,200
|
Issuance of preferred stock - shares |
|
20,000,000
|
|
|
|
|
Redemption of convertible notes |
|
|
85,967
|
|
|
85,967
|
Shares issued for officer compensation |
$ 20,600
|
|
1,050,600
|
|
|
1,071,200
|
Shares issued for officer compensation - shares |
20,600,000
|
|
|
|
|
|
Shares issued for conversion of debt |
$ 10,514
|
|
7,766
|
|
|
18,280
|
Shares issued for conversion of debt - shares |
10,514,402
|
|
|
|
|
|
Net loss |
|
|
|
|
(1,572,391)
|
(1,572,391)
|
Balance at Dec. 31, 2015 |
$ 69,109
|
$ 20,000
|
$ 1,025,612
|
|
$ (1,729,325)
|
$ (614,604)
|
Balance - shares at Dec. 31, 2015 |
69,109,291
|
20,000,000
|
|
|
|
|
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v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net loss |
$ (1,572,391)
|
$ (69,858)
|
Adjustments to reconcile net loss with cash used in operations: |
|
|
Stock-based compensation |
1,161,400
|
|
Gain on conversion of stock payable to convertible notes payable |
(64,472)
|
|
Unrealized (gain) loss from investments |
(30,000)
|
65,499
|
Realized (gain) loss from investments |
39,464
|
(18,593)
|
Amortization of discounts on notes payable |
239,292
|
|
Change in value of derivative |
75,843
|
|
Change in operating assets and liabilities: |
|
|
Change in investments |
15,536
|
19,027
|
Change in accounts payable and accrued expenses |
166,240
|
5,574
|
Net cash used in operating activities |
(120,774)
|
1,649
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Effect of reverse merger |
(152,479)
|
|
Net cash provided by / used in investing activities |
(152,479)
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds from convertible notes payable |
333,000
|
|
Net cash provided by financing activities |
333,000
|
|
Net increase/(decrease) in cash |
59,747
|
1,649
|
Cash at beginning of period |
44
|
19
|
Cash at end of period |
59,791
|
$ 1,668
|
SUPPLEMENTAL DISCLOSURES |
|
|
Cash paid for interest |
$ 10,214
|
|
Cash paid for income taxes |
|
|
ADDITIONAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS |
|
|
Discounts on convertible notes |
$ 655,185
|
|
Stock payable converted to debt |
184,870
|
|
Redemption of notes with new financing arrangement |
187,522
|
|
Conversion of notes payable to common stock |
18,280
|
|
Derivative settlement on notes payable converted to common stock |
$ 85,967
|
|
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v3.3.1.900
Note 1 - Nature of Business and Significant Accounting Policies
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 1 - Nature of Business and Significant Accounting Policies |
Note 1 Nature of Business and Significant Accounting Policies Nature of Business Gray Fox Petroleum Corp. (formerly Viatech Corp.) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, however, the Company abandoned its plans to enter into the interior design and architectural visualization business and the majority stockholder sold his interest in the Company. A complete history of the Company between May 31, 2013 and March 31, 2014 can be found in Item 1 of our Annual Report on Form 10-K filed on June 27, 2014 and is hereby incorporated by reference. As is more thoroughly described in Note 3 to the financial statements, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Additionally, DB Capital merged with Gray Fox Petroleum Corp. on April 3, 2015 by transferring a 70% interest in two non-controlling interests to Gray Fox, distributing the controlling interest in Gray Fox and the remaining 30% interest in the restaurants to Daniel Sobolewski and dissolving DB Capital Corp. Basis of Presentation The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. Dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The Company has adopted a fiscal year end of March 31. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. These interim condensed financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2015 and notes thereto included in the Companys Annual Report on Form 10-K as of March 31, 2015, filed on June 30, 2015. The Company follows the same accounting policies in the preparation of interim reports. Fair Value of Financial Instruments Under ASC 820-10-05, the Financial Accounting Standards Board (FASB) established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Companys financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Revenue Recognition Interest and Dividend Income We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. For equity investments for which we have a 5% or less equity position, we recognize interest and dividend income when received. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, we remove it from non-accrual status. For the nine months ended December 31, 2015, our only interest and dividend income was from our investment in Graffiti Junktion restaurants which were recorded on a cash basis. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, Income Taxes (ASC 740), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Various taxing authorities may periodically audit the Companys income tax returns. These audits may include questions regarding the Companys tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter for which an allowance has been established is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Companys tax position relies on the judgment of management to estimate the exposures associated with the Companys various filing positions. Stock-Based Compensation The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an as if converted basis by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Recent Accounting Pronouncements In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.
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v3.3.1.900
Note 2 - Going Concern
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 2 - Going Concern |
Note 2 Going Concern As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $1,729,325, and a working capital deficit of $614,604. These factors raise substantial doubt about the Companys ability to continue as a going concern. Management is actively pursuing financing for new investment opportunities. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Companys ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
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v3.3.1.900
Note 3 - Business Combination
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 3 - Business Combination |
Note 3 Business Combination On April 2, 2015, Daniel Sobolewski acquired from Lawrence Pemble 19,400,000 shares in exchange for a promissory note. The change in control constitutes a reverse acquisition as defined in ASC 805-40 Business Combinations. On that same date, Lawrence Pemble resigned his positions of Chief Executive Officer and Board Chairman. Upon Mr. Pembles resignation, Mr. Sobolewski appointed himself as Board Chairman and Chief Executive Officer. Subsequent to the change in control, Mr. Sobolewski contributed 100% of his shares of DB Capital Corp. to the Company. In a reverse merger, the incoming operating company (DB Capital Corp.) is the only relevant operating entity going forward. Therefore, the prior operations of DB Capital, including historical equity transactions reported, are those of DB Capital, and not Gray Fox Petroleum. The financial statements included in this Form 10-Q and all subsequent operational reporting, as well as historical equity transactions and comparison of operating data with proper periods, will reflect the operations of DB Capital Corp. and not Fray Fox Petroleum, Inc.
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v3.3.1.900
Note 4 - Related Party Transactions
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 4 - Related Party Transactions |
Note 4 Related Party Transactions Common Stock On May 30, 2014, the Company issued 1,000,000 shares to Lawrence Pemble, our Chief Executive Officer pursuant to his employment agreement with the Company. On July 15, 2015, we issued 20,600,000 shares to Daniel Sobolewski, our Board Chairman and Chief Executive Officer for compensation. We valued the shares at the grant-date fair value ($0.052 per share) and charged General and Administrative Expense with $1,071,200. Preferred Stock On December 30, 2015, we issued 20,000,000 shares of Series A Preferred Stock to our Board Chairman and Chief Executive Officer for compensation whose value on the grant date was $90,200. See Note 7 for a discussion of rights of these shares and their valuation. CEO Compensation During the three months ended December 31, 2014, Daniel Sobolewski contributed $33,817 to DB Capital and elected not to receive a promissory note in return. At the time of these contributions, Mr. Sobolewski did not have a compensation arrangement with DB Capital. Consequently, DB Capital accounted for compensation payments to Mr. Sobolewski on a cash basis. Likewise, when Mr. Sobolewski contributed the $33,817 to DB Capital, it was accounted for as a reduction of compensation expense. For this reason, general and administrative expense is negative for the three months ended December 31, 2014. If these contributions had not occurred, or if Mr. Sobolewski had taken a promissory note instead of accounting for the contributions as a reduction of compensation expense, general and administrative expenses for the nine and three months ended December 31, 2014 would have been $60,061 and 21,472, respectively. On October 1, 2015, the Company entered into an Executive Employment and Incentive Agreement with Daniel Sobolewski, the Chief Executive Officer. The term is for two years and automatically renews each year unless terminated by either party. Mr. Sobolewskis compensation arrangement provides for a salary of $90,000 per year. The agreement also provides for a one-time bonus not to exceed $70,000. During the three months ended December 31, 2015, Mr. Sobolewski was paid $69,000 in bonuses. Moreover, we accrued $22,500 in monthly salary and paid Mr. Sobolewski $14,039, leaving a balance owed of $8,461.
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v3.3.1.900
Note 5 - Investments
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 5 - Investments |
Note 5 Investments The fair value of our investments at December 31 and March 31, 2015 were as follows: | Investments at Fair Value | | | 12/31/15 | | | 3/31/15 | | | | | | | Wialan Technologies common stock | $ | - | | $ | 25,000 | Equity participation in Graffiti Junktion restaurants | | 75,000 | | | 75,000 | Total investments | $ | 75,000 | | $ | 100,000 | We account for our investments according to ASC 321 Investments Equity Securities. We have classified our investments in equity securities as trading securities which are investments made with the intent of reselling them in the near future. They are carried at fair value and changes in value are measured and included in operating income of each period. A realized gain or loss occurs when a security is liquidated, and the gain or loss is calculated as the difference between the net proceeds, including any broker fees, and the historical cost of those investments. An unrealized gain or loss occurs when a security is held from one period to another, and the fair value of that security fluctuates. The Wialan Technologies securities, which are those on which both realized and unrealized gains and losses have been recorded, are classified as trading securities. During the nine months ended December 31, 2015, we had the following investment activities: Wialan Technologies, Inc. (OTCX: WLAN) At March 31, 2015, we had 10 million shares of Wialan Technologies common stock for which we paid $55,000. At March 31, 2015, the fair value of that stock was only $25,000. We therefore reserved the carrying value of that investment and recorded an unrealized loss of $30,000 during the fiscal year ended March 31, 2015. On April 1, 2015, we reversed that reserve in contemplation of complete liquidation of the position. We liquidated the position in this investment between April 2, 2015 and May 20, 2015, receiving $15,536 in proceeds, net of broker fees, and recorded a realized loss of $39,464. The unrealized gain during the nine months ended December 31, 2015 results from the reversal of the unrealized loss recorded at March 31, 2015 referred to in the above paragraph, such that all of the losses for that period become realized (the loss of $39,464). Graffiti Junktion Restaurants During the year ended March 31, 2015, we paid $75,000 for 4% equity interest in the Graffiti Junktion restaurant located in Lake Mary, Florida and a 5% interest located in the Graffiti Junktion restaurant in Orlando, Florida. According to the terms of the agreement we are entitled to receive a pro-rata dividend when the management of Graffiti Junktion declares such a dividend. During the nine months ended December 31, 2015 and 2014, we received $12,667 and $3,292, respectively. During the three months ended December 31, 2015 and 2014, we received $4,438 and $3,292, respectively.
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v3.3.1.900
Note 6 - Fair Value of Financial Instruments
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 6 - Fair Value of Financial Instruments |
Note 6 Fair Value of Financial Instruments The Company adopted FASB ASC 820-10 upon inception at September 22, 2011. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Companys financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31 and March 31, 2015, respectively: | Fair Value Measurements at December 31, 2015 | | Level 1 | | Level 2 | | Level 3 | Assets | | | | | | | | | Investments at fair value | $ | 75,000 | | $ | - | | $ | - | Total assets | $ | 75,000 | | $ | - | | $ | - | | | | | | | | | | Liabilities | | | | | | | | | Convertible notes payable | | - | | | 531,345 | | | - | Discounts on convertible notes | | - | | | (371,588) | | | - | Derivative liability | | - | | | - | | | 436,833 | Total liabilities | $ | - | | $ | 159,757 | | $ | 436,833 | | | | | | | | | | | Fair Value Measurements at March 31, 2015 | | Level 1 | | Level 2 | | Level 3 | | | | | | | | | | Assets | | | | | | | | | Investments and fair value | $ | 100,000 | | $ | | | $ | | Total assets | $ | 100,000 | | $ | - | | $ | - | | | | | | | | | | Liabilities | | | | | | | | | Total liabilities | $ | - | | $ | - | | $ | - | The fair values of our accounts payable, convertible notes and discounts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. Our derivative liability is considered a Level 3 input. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended December 31, 2015 or the year ended March 31, 2015.
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.3.1.900
Note 7 - Stockholders' Equity
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 7 - Stockholders' Equity |
Note 7 Stockholders Equity Common Stock The Company has authorized 675,000,000 shares of common stock, $0.001 par value per share and 20,000,000 shares of preferred stock $0.001 par value. The Company issued shares of common stock during the year ended March 31, 2015, the description of which are in Note 6 Stockholders Equity disclosure of the financial statements filed on Form 10-K as of March 31, 2015, filed with the Securities and Exchange Commission on June 30, 2015 and are herein incorporated by reference. However, as the guidance in ASC 805-40 Business Combinations indicates, subsequent to a reverse merger (see Note 3), equity transactions are retroactively shown as those of the accounting acquirer (in this case, DB Capital Corp.) but are denominated in the shares of the issuer (Gray Fox Petroleum, Inc.). Therefore, the Statement of Changes in Shareholder Equity included in these financial statements reflect the equity events of DB Capital Corp. which has not issued any shares since its initial founders shares. Therefore, all 37,994,889 shares issued and outstanding at March 31, 2015 are reported as having been outstanding since inception. On July 15, 2015, we issued 20,600,000 shares to Daniel Sobolewski, our Board Chairman and Chief Executive Officer for compensation. We valued the shares at the grant-date fair value ($0.052 per share) and charged General and Administrative Expense with $1,071,200. During the three months ended December 31, 2015, we issued 10,514,402 shares pursuant to certain conversion provisions of the convertible promissory notes discussed in Note 8. The amounts of interest and principal converted is governed by the terms of the promissory notes themselves. Upon recording the issuance of these shares, we reduced the principal owed by $17,777, accrued interest by $503, increasing Additional Paid in Capital by the sum of those two reductions, or $18,280. In addition, we recorded reductions in the associated discounts and derivative liabilities in the amounts of $13,739 and 18,519, respectively. Preferred Stock On December 30, 2015, the Board of Directors of the Company approved a Series A Super Voting Preferred Stock Certificate of Designation, which sets forth the rights, preferences and privileges, to be known as Series A Super Voting Preferred Stock and filed with the State of Nevada on October 28, 2015. The Company is authorized to issue up to Twenty Million (20,000,000) shares of Series A Super Voting Preferred Stock. Each share of the Series A Super Voting Preferred Stock shall be entitled to the voting equivalent of 100 shares of common stock. Pursuant to the Certificate of Designation, 20,000,000 shares constitute the Series A preferred stock. The Series A preferred stock is non-convertible, zero-dividend, zero-interest, have no economic rights other than return of any paid-in capital par value and carry super voting rights. On December 30, 2015, the Company issued 20,000,000 shares of the Companys Series A Preferred Stock to Daniel Sobolewski, the current CEO. There is currently no market for the shares of Series A Preferred and they are not convertible into shares of common stock of the Company. The Company received no cash proceeds for the issuance of the shares. The Preferred Series A issued December 30, 2015 were valued based upon industry specific control premiums and the Companys market cap at the time of the transaction based on the market price of the common stock. In valuing the preferred shares we used the Market Approach which is utilized to arrive at an indication of equity value by using quoted market prices of the capital structure as of 12/30/15. The market cap of the Company represents 100% of the minority interest for all outstanding common shares. The Preferred Series A fair value is based on the value of the voting rights. Managements Preferred Series A shares represent a controlling voting interest in the Company and therefore determining the Control Premium is an indication of the Securities value. The Control Premium for the Company is based on publicly traded companies or comparable entities in the Food Processing industry which have been acquired in armslength transactions. The valuation of the preferred shares as of 12/30/15 used the following inputs: 1. The common stock price was $0.010; 2. Market capitalization based on 58,594,889 common shares outstanding; no in-the-money warrants; and 20,000,000 Series A Preferred shares; 3. A 15.40% premium for the voting preferences; 4. 2,058,594,889 total voting shares/rights and Managements zero additional voting rights represented 97.154% of the total; 5. The conversion value is $0; We determined the fair value of these securities to be $90,200. In recording the issuance of these shares, we increase Preferred Stock by $20,000, Additional Paid in Capital by $70,200, and charged Stock-Based Compensation (an operating expense) with $90,200. Common Stock Payable During 2012, the DB Capital Corp. (the Accounting Acquirer in the reverse merger whose equity transactions are retroactively shown in these financial statements) entered into multiple subscription agreements (the 2012 Subscription Agreements) to raise operating capital, raising $194,870 in cash, and promising a certain amount of common shares of DB Capital in return. Interest was explicitly stated in the instruments and, as of March 31, 2015 and 2014, was accrued and became part of the stock payable recorded in the equity section of the balance sheet. The balance of the stock payable at March 31, 2015 and 2014 was $249,342. On June 1, 2015, the Company retired this stock payable by issuing convertible notes payable to these initial DB Capital investors (see Note 8).
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v3.3.1.900
Note 8 - Convertible Notes Payable
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 8 - Convertible Notes Payable |
Note 8 Convertible Notes Payable Convertible Notes Payable The June 1, 2015 Notes On June 1, 2015, the Company issued convertible notes payable (the June 1, 2015 Notes) to several original investors of DB Capital Corp. (see Note 7 reference to the 2012 Subscription Agreements). The aggregate stock payable to these investors at March 31, 2015 was $249,342. The aggregate principal amount of the convertible promissory notes issued on June 1, 2015 was $184,870. All of these notes have a maturity date of June 1, 2016 and have interest explicitly stated in the payment amount due at maturity. The aggregate principal and interest due at maturity is $218,745. The nominal interest rates implicit in these notes range from 14% to 21%, with an average implicit rate of 18%. The June 1, 2015 Notes may be converted into common stock of the Company at a 50% discount to the applicable bid price of the closing day the conversion is executed. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). In recording the June 1, 2015 Notes, we charged the notes aggregate principal amounts ($184,870) against the outstanding stock payable at March 31, 2015 ($249,342), recording a gain of $64,472 on the excess. On October 27, 2015, we entered into a convertible promissory note with a financing institution to redeem most of these notes (see the discussion below in the section entitled The October 27, 2015 Redemption Note. All but one creditor from the June 1, 2015 group redeemed their notes with the financial institution. The remaining June 1, 2015 note holder has a principal balance owed at December 31, 2015 of $8,300, an unamortized debt discount of $3,458, accrued interest of $944, and an associated derivative liability of $9,061. The May 20, 2015 Cash Note On May 20, 2015, we issued a convertible promissory note (the May 20, 2015 Cash Note) for $21,500 in exchange for $20,000 in cash. The note principal and interest matures on May 20, 2016, and accrues interest at 8%. The note is convertible at any time into common shares of the Company at a conversion price equal to 50% of the lowest trading price for the twenty trading days prior to notice of conversion. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). We immediately recorded the difference between the stated note principal amount of $21,500 and the actual funds received $20,000 as interest expense. During the nine months ended December 31, 2015, we recorded $975 of nominal interest, amortized $11,400 of debt discount to interest expense, and recorded changes in the fair value of the associated derivative liability. During the three months ended December 31, 2015, we issued 2,145,202- common shares upon election of the creditor to convert a portion of the outstanding interest and principal to our common shares. In issuing these shares, we recorded a reduction of principal and interest of $11,500 and $504, respectively, increasing Additional Paid in Capital by those amounts. In addition, we proportionally reduced the unamortized debt discount by $8,150, charging Interest Expense for that amount, and reduced the derivative liability by $13,656, increasing Additional Paid in Capital in so doing. At December 31, 2015, unpaid interest and principal amounted to $472 and $10,000, respectively. Unamortized debt discount was $1,950 and the fair value of the embedded derivative liability was $12,881. The November 1, 2015 Cash Notes On November 1, 2015, we issued three convertible promissory notes (The November 1, 2015 Cash Notes) to accredited investors in exchange for cash. The aggregate nominal value of these notes, which is equal to the cash proceeds, is $125,000. These notes mature on November 1, 2016, accrue interest due at maturity at 6.5%, and can be converted to common stock at 50% of the applicable bid price on the day the conversion is executed. Any unpaid principal and interest is automatically converted, at maturity, to common stock at the conversion price. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). During the three months ended December 31, 2015, we accrued interest of $1,035, recorded the initial value of their embedded derivative liabilities (see below) of $133,880 and debt discounts of $125,000. The difference between the initial derivative and the debt discount (i.e., $8,880) was recorded immediately as interest expense. Additionally, during the three months ended December 31, 2015, we amortized $18,749 to interest expense, and reduced the embedded derivatives to their fair values at December 31, 2015. Unamortized discounts and the fair value of embedded derivatives at December 31, 2015 for the November 1, 2015 Cash Notes were $106,251 and $125,861, respectively. The October 26, 2015 Cash Note On October 26, 2015, we exchanged a $206,000 convertible promissory note for $188,000 in cash. The note matures on April 26, 2015 and bears no interest until maturity, but bears interest of 12% for unpaid principal after maturity. After the maturity date, the holder may elect to convert any portion of the unpaid principal and accrued interest into common stock at a 35% discount from the average of the lowest intra-day traded price within the fifteen days prior to a notice of conversion. The inclusion of a variable conversion price implied an embedded derivative (see below for the calculation of the derivative value) which we recorded as $155,951. The difference between the nominal value of the note ($206,000) and cash proceeds ($188,000) were combined with the initial derivative value (see below) of $155,951 and recorded as a initial debt discount of $173,951. For the six months ended December 31, 2015, we amortized $57,984 to interest expense and reduced the related derivative liability to its fair value at December 31, 2015 of $139,392, recording a Change in Fair Value of Derivative of $16,559. The October 27, 2015 Redemption Note On October 27, 2015, we entered into an arrangement with six of our seven June 1, 2015 Note Holders to redeem their June 1, 2015 Notes, issuing a new note (the October 27, 2015 Redemption Note) to a new creditor in the amount of $188,322 in the process. The October 27, 2015 Redemption Note matures on April 26, 2016, inherits the 6.5% interest provision of the acquired June 1, 2015 notes (with unpaid interest and principal accruing interest at 12% after maturity) and can be converted to common stock at price which equals the lesser of (a) 60% of the intra-day price for the twenty days preceding a Notice of Conversion or (b) $0.00075. We recorded the initial value of the embedded derivative (see below) of $177,864 as a debt discount. During the three months ended December 31, 2015, we accrued $2,030 in nominal interest and amortized $29,113 of debt discount to interest expense. We treated the redemption of the six June 1, 2015 Notes as an extinguishment of those debts in accordance with ASC 405-20-40-1, Liabilities Derecognition. As such, we reduced the principal and interest balances owed of the June 1, 2015 Notes by $176,570 and 10,952, respectively, and recorded an increase in the principal amount owed of the October 27, 2015 note of $188,321 (with the small $800 difference included as a debt discount). Additionally, we reduced the debt discounts ($116,626) and fair values of their embedded derivatives ($184,073) of the June 1, 2015 Notes to zero, recording increase in Additional Paid in Capital of $67,447 on their extinguishment. During the three months ended December 31, 2015, we issued 8,369,200 common shares upon conversion by the creditor of the October 27, 2015 Redemption Note. In recording these issuances, we reduced outstanding principal by $6,277. Additionally, we proportionally reduced the unamortized debt discount and fair values of the associated embedded derivative by $5,589 and $4,863, respectively. We charged the $5,589 to Interest Expense and increased Additional Paid in Capital for the $4,863. We amortize debt discounts on all outstanding instruments to interest expense over the life of the notes (none of which exceeds one year) on a straight line basis (which approximates the amortization which would have been recorded using the Effective Interest Method). For the nine months ended December 31, 2015, we amortized an aggregate of $195,772 of debt discounts to interest expense. Derivative Liabilities We evaluated our convertible promissory notes for embedded derivatives according to Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments; Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities; and ASC 815-40. The June 1, 2015 Notes We evaluated the June 1, 2015 Notes embedded derivatives at June 30, 2015, September 30, 2015, October 27, 2015 (the date of conversion of six of the seven notes), and December 31, 2015 using the following assumptions: · The notes convert with an initial conversion price of 50% of the closing bid at conversion; · An event of default would occur 0% of the time (there are no default provisions) · The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 159%-162% (194%-209% at December 31, 2015) . · The company would not redeem the notes prior to maturity and would have no reset events; and · Risk free rates for the remaining term of the notes was in the range of 0.23% to 0.33% (0.08% to 0.26% for December 31, 2015). The following table shows the changes in the fair values of the derivatives for the June 1, 2015 Notes from their issuance to December 31, 2015: | | 06/30/15 | | | 09/30/15 | | | 10/27/15 | | | 12/31/15 | Beginning balance | $ | - | | $ | 208,678 | | $ | 208,014 | | $ | 9,339 | Initial value at issuance | | 213,919 | | | - | | | - | | | - | Change in fair value | | (5,241) | | | (664) | | | (14,602) | | | (278) | Decreases from redemptions | | - | | | - | | | (184,073) | | | - | Ending balance | $ | 208,678 | | $ | 208,014 | | $ | 9,339 | | $ | 9,061 | The May 20, 2015 Cash Note We evaluated the May 20, 2015 Cash Notes embedded derivative at June 30, 2015, September 30, 2015 and December 31, 2015 using the following assumptions: · The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days; · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%; · The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 159%-162% (194%-209% at December 31, 2015). · The company would not redeem the notes prior to maturity and would have no reset events; and · Risk free rates for the remaining term of the notes was in the range of 0.23% to 0.33% (0.08% to 0.26% for December 31, 2015). The following table shows the changes in the fair values of the derivatives for the May 20, 2015 Cash Note from issuance to December 31, 2015: | | 06/30/15 | | | 09/30/15 | | | 12/31/15 | Beginning balance | $ | - | | $ | 34,530 | | $ | 16,329 | Initial value at issuance | | 33,654 | | | - | | | - | Change in fair value | | 876 | | | (4,545) | | | (3,448) | Reductions from conversions | | - | | | (13,656) | | | - | Ending balance | $ | 34,530 | | $ | 16,329 | | $ | 12,881 | The November 1, 2015 Cash Notes We evaluated the November 1, 2015 Cash Notes embedded derivative at December 31, 2015 using the following assumptions: · The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days; · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%; · The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 194%-209%; · The company would not redeem the notes prior to maturity and would have no reset events; and · Risk free rates for the remaining term of the notes was in the range of 0.08% to 0.26%. Initial derivative aggregate values for the November 1, 2015 Cash Notes were $133,880. We recorded a reduction in the fair value of these liabilities at December 31, 2015 of $8,019, resulting in a gain of that amount. The fair value of the liabilities at December 31, 2015 was $125,861. The October 26, 2015 Cash Note We evaluated the October 26, 2015 Cash Notes embedded derivative at December 31, 2015 using the following assumptions: · The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days; · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%; · The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 194%-209%; · The company would not redeem the notes prior to maturity and would have no reset events; and · Risk free rates for the remaining term of the notes was in the range of 0.08% to 0.26%. The initial value of the embedded derivative was $155,951. We reduced that amount to the fair value at December 31, 2015 of $139,392, recognizing a gain of $16,559 for the three months ended December 31, 2015. The October 27, 2015 Redemption Note We evaluated the October 26, 2015 Cash Notes embedded derivative at December 31, 2015 using the following assumptions: · The notes convert with an initial conversion price of 50% of the low bid out of the 20 previous days; · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 10%; · The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range 194%-209%; · The company would not redeem the notes prior to maturity and would have no reset events; and · Risk free rates for the remaining term of the notes was in the range of 0.08% to 0.26%. · The initial value of the embedded derivative was $155,951. We reduced that amount to the fair value at December 31, 2015 of $139,392, recognizing a gain of $16,559 for the three months ended December 31, 2015. The initial value of the derivative at issuance was $177,864. During the three months ended December 31, 2015, we reduced that amount by $4,863 due to conversions into common stock by the creditor and an additional $23,363 from a change in the derivatives fair value. The following table summarizes the changes in the derivative liabilities for the nine months ended December 31, 2015 for all instruments: Derivative liabilities, March 31, 2015 | $ | - | New additions from note issuances | | 715,268 | Redemption of June 1, 2015 convertible notes | | (184,073) | Retirement from conversions of debt to equity | | (18,519) | Changes in fair values of derivatives | | (75,843) | Balances, December 31, 2015 | $ | 436,833 |
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
Note 9 - Income Taxes
|
9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 9 - Income Taxes |
Note 9 Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the nine months ended December 31, 2015 and the year ended March 31, 2015, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31 and March 31, 2015, the Company had approximately $567,925 and $156,934 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030. The components of the Companys deferred tax asset are as follows: | | December 31, 2015 | | | March 31, 2015 | | | | | | | Net operating loss carry-forwards | $ | 567,925 | | $ | 156,934 | | | | | | | Deferred tax asset | | 198,774 | | | 54,927 | Valuation allowance | | (198,774) | | | (54,927) | Net deferred tax asset | $ | - | | $ | - |
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Note 10 - Legal Proceedings
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9 Months Ended |
Dec. 31, 2015 |
Notes |
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Note 10 - Legal Proceedings |
Note 10 Legal Proceedings On March 20, 2015, we were sued in the 157th Judicial District Court of Harris County, Texas for damages relating to our non-payment of certain professional fees to provide an independent technical and economic due diligence report to help the Company determine the oil and gas potential for its West Ranch Prospect. In Gaffney Cline and Associates, Inc. v .Gray Fox Petroleum Corp. (cause no. 2015-10468), the Plaintiff, Gaffney Cline & Associates, Inc., (the Plaintiff or Gaffney Cline), sought damages in the amount of $83,188, pre-judgment interest in the amount of $7,352, and legal costs of $8,852, for a total of $99,392. In addition, the Plaintiff sought additional contingent legal fees in the amount of $5,000 and $10,000 if, upon appeal to an Appellate Court and the Texas Supreme Court, respectively, the plaintiff is the successful party. At December 31, 2015 and March 31, 2015, we included $86,632 (after adjustments for interest accruals and payments) and $99,392 in Accounts Payable and Accrued Liabilities, respectively, reflecting this judgment. On April 17, 2015, the Harris Country District Court entered a judgment for the Plaintiff in the requested amount of $99,392. On May 14, 2015, the Plaintiff filed an Application for Turnover After Judgment and for Appointment of Receiver (the Receivership Application) for the purpose of liquidating certain non-exempt property to satisfy the outstanding judgment. On June 2, 2015, at a court hearing to consider the Receivership Application, the 157th Court denied the Receivership Application, but would allow discovery answer and review and a second Receivership Application should the Plaintiff wish to re-file. On June 19, 2015, the Plaintiff filed a second Receivership Application. On July 7, 2015, after hearing the payment schedule proposed by the defendant (the Company), the Court ruled that that the Court will enter an order appointing a post-judgment turnover receiver to take control of Gray Foxs non-exempt assets (essentially, all the assets of the Company) unless the defendant/Company pays $1,000 on the fifteenth of each month beginning on July 15, 2015 (all of which have been paid through the date of this report on Form 10-Q) and $10,000 on the sixth month following July 15, 2015 (the first payment of which was paid December 15, 2015) and each six months thereafter until the obligation is satisfied in full.
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v3.3.1.900
Note 11 - Subsequent Events
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9 Months Ended |
Dec. 31, 2015 |
Notes |
|
Note 11 - Subsequent Events |
Note 11 Subsequent Events Subsequent to December 31, 2015, we issued 7,998,692 shares for conversion of a portion of the May 20, 2015 Cash Note; 31,226,633 shares for conversion of a portion of the October 27, 2015 Redemption Note; 7,233,116 for conversion of a portion of the June 1, 2015 Notes and 100,000,000 shares to Daniel Sobolewski, our Chief Executive Officer. On January 7, 2016, we issued a convertible promissory note with a nominal value of $62,500 for $50,000 in cash. On January 23, 2016, we signed a Franchise Agreement with Graffiti Junktion Restaurants to license and operate three restaurants under the Graffiti Junktion name, each upon the approval of the Franchisor. We paid $35,000 apiece for the rights ($105,000 total) and we are to pay 5% of monthly gross sales. The Franchise has an initial term of ten years and can be renewed for three additional five-years periods if the restaurants are in good standing with the franchisor. The Franchise is owned by us (51%), Tagged Restaurants Corp. (29%), a company created and owned 100% by our Chief Executive Officer, Daniel Sobolewski, and Daniel Sobolewski individually (20%). On February 4, 2016, we signed a lease for our first franchise location at 415 Main St., Daytona Beach, FL 32118. The location is 3,880 square feet and is located in the heart of Daytona Beach. The Lease term overall is renewable for up to 20 yrs with the first right of refusal to purchase. The monthly rent is $5,000 for the first year, and increases by 3% each year thereafter. It is a two story facility with a balcony, full kitchen, and has an occupancy of 150. We have evaluated subsequent events through the date this report was issued.
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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
Note 1 - Nature of Business and Significant Accounting Policies: Nature of Business (Policies)
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9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Nature of Business |
Nature of Business Gray Fox Petroleum Corp. (formerly Viatech Corp.) was incorporated in the State of Nevada on September 22, 2011. The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, however, the Company abandoned its plans to enter into the interior design and architectural visualization business and the majority stockholder sold his interest in the Company. A complete history of the Company between May 31, 2013 and March 31, 2014 can be found in Item 1 of our Annual Report on Form 10-K filed on June 27, 2014 and is hereby incorporated by reference. As is more thoroughly described in Note 3 to the financial statements, Lawrence Pemble, our Chief Executive Officer and Board Chairman, resigned from both positions on April 2, 2015 and sold 100% of his position to DB Capital Corp, a Florida Corporation. DB Capital appointed Daniel Sobolewski as Chief Executive Officer and Board Chairman. Additionally, DB Capital merged with Gray Fox Petroleum Corp. on April 3, 2015 by transferring a 70% interest in two non-controlling interests to Gray Fox, distributing the controlling interest in Gray Fox and the remaining 30% interest in the restaurants to Daniel Sobolewski and dissolving DB Capital Corp.
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- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.3.1.900
Note 1 - Nature of Business and Significant Accounting Policies: Basis of Presentation (Policies)
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9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Basis of Presentation |
Basis of Presentation The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. Dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The Company has adopted a fiscal year end of March 31. These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. These interim condensed financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2015 and notes thereto included in the Companys Annual Report on Form 10-K as of March 31, 2015, filed on June 30, 2015. The Company follows the same accounting policies in the preparation of interim reports.
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v3.3.1.900
Note 1 - Nature of Business and Significant Accounting Policies: Fair Value of Financial Instruments (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments Under ASC 820-10-05, the Financial Accounting Standards Board (FASB) established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Companys financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.
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v3.3.1.900
Note 1 - Nature of Business and Significant Accounting Policies: Revenue Recognition (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Revenue Recognition |
Revenue Recognition Interest and Dividend Income We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. For equity investments for which we have a 5% or less equity position, we recognize interest and dividend income when received. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt or other obligations, or if a loan or debt security is fully impaired, sold or written off, we remove it from non-accrual status. For the nine months ended December 31, 2015, our only interest and dividend income was from our investment in Graffiti Junktion restaurants which were recorded on a cash basis.
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- DefinitionDisclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.
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v3.3.1.900
Note 1 - Nature of Business and Significant Accounting Policies: Income Taxes (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Income Taxes |
Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered through future operations.
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- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
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Note 1 - Nature of Business and Significant Accounting Policies: Uncertain Tax Positions (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Uncertain Tax Positions |
Uncertain Tax Positions In accordance with ASC 740, Income Taxes (ASC 740), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Various taxing authorities may periodically audit the Companys income tax returns. These audits may include questions regarding the Companys tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter for which an allowance has been established is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Companys tax position relies on the judgment of management to estimate the exposures associated with the Companys various filing positions.
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Note 1 - Nature of Business and Significant Accounting Policies: Stock-based Compensation (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Stock-based Compensation |
Stock-Based Compensation The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
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Note 1 - Nature of Business and Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Basic and Diluted Loss Per Share |
Basic and Diluted Loss per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an as if converted basis by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
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- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
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v3.3.1.900
Note 1 - Nature of Business and Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)
|
9 Months Ended |
Dec. 31, 2015 |
Policies |
|
Recently Issued Accounting Pronouncements |
Recent Accounting Pronouncements In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.
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v3.3.1.900
Note 5 - Investments: Investments (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Tables/Schedules |
|
Investments |
| Investments at Fair Value | | | 12/31/15 | | | 3/31/15 | | | | | | | Wialan Technologies common stock | $ | - | | $ | 25,000 | Equity participation in Graffiti Junktion restaurants | | 75,000 | | | 75,000 | Total investments | $ | 75,000 | | $ | 100,000 |
|
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- DefinitionThe entire disclosure for investment holdings. This includes the long positions of investments for the entity. It contains investments in affiliated and unaffiliated issuers. The investments include securities and non securities (i.e. commodities and futures contracts).
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v3.3.1.900
Note 6 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Tables/Schedules |
|
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
| Fair Value Measurements at December 31, 2015 | | Level 1 | | Level 2 | | Level 3 | Assets | | | | | | | | | Investments at fair value | $ | 75,000 | | $ | - | | $ | - | Total assets | $ | 75,000 | | $ | - | | $ | - | | | | | | | | | | Liabilities | | | | | | | | | Convertible notes payable | | - | | | 531,345 | | | - | Discounts on convertible notes | | - | | | (371,588) | | | - | Derivative liability | | - | | | - | | | 436,833 | Total liabilities | $ | - | | $ | 159,757 | | $ | 436,833 | | | | | | | | | | | Fair Value Measurements at March 31, 2015 | | Level 1 | | Level 2 | | Level 3 | | | | | | | | | | Assets | | | | | | | | | Investments and fair value | $ | 100,000 | | $ | | | $ | | Total assets | $ | 100,000 | | $ | - | | $ | - | | | | | | | | | | Liabilities | | | | | | | | | Total liabilities | $ | - | | $ | - | | $ | - |
|
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- DefinitionTabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
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Note 8 - Convertible Notes Payable: Schedule of Changes in Fair Value of Plan Assets (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
June 1, 2015 Note |
|
Schedule of Changes in Fair Value of Plan Assets |
| | 06/30/15 | | | 09/30/15 | | | 10/27/15 | | | 12/31/15 | Beginning balance | $ | - | | $ | 208,678 | | $ | 208,014 | | $ | 9,339 | Initial value at issuance | | 213,919 | | | - | | | - | | | - | Change in fair value | | (5,241) | | | (664) | | | (14,602) | | | (278) | Decreases from redemptions | | - | | | - | | | (184,073) | | | - | Ending balance | $ | 208,678 | | $ | 208,014 | | $ | 9,339 | | $ | 9,061 |
|
May 20, 2015 Cash Note |
|
Schedule of Changes in Fair Value of Plan Assets |
| | 06/30/15 | | | 09/30/15 | | | 12/31/15 | Beginning balance | $ | - | | $ | 34,530 | | $ | 16,329 | Initial value at issuance | | 33,654 | | | - | | | - | Change in fair value | | 876 | | | (4,545) | | | (3,448) | Reductions from conversions | | - | | | (13,656) | | | - | Ending balance | $ | 34,530 | | $ | 16,329 | | $ | 12,881 |
|
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- DefinitionTabular disclosure of the reconciliation of beginning and ending balances of the fair value of plan assets of pension plans and/or other employee benefit plans showing separately, if applicable, the effects during the period attributable to each of the following: actual return on plan assets, foreign currency exchange rate changes, contributions by the employer, contributions by plan participants, benefits paid, business combinations, divestitures, and settlements.
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Note 8 - Convertible Notes Payable: Schedule of Derivative Liabilities at Fair Value (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Tables/Schedules |
|
Schedule of Derivative Liabilities at Fair Value |
Derivative liabilities, March 31, 2015 | $ | - | New additions from note issuances | | 715,268 | Redemption of June 1, 2015 convertible notes | | (184,073) | Retirement from conversions of debt to equity | | (18,519) | Changes in fair values of derivatives | | (75,843) | Balances, December 31, 2015 | $ | 436,833 |
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v3.3.1.900
Note 9 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Tables/Schedules |
|
Schedule of Deferred Tax Assets and Liabilities |
| | December 31, 2015 | | | March 31, 2015 | | | | | | | Net operating loss carry-forwards | $ | 567,925 | | $ | 156,934 | | | | | | | Deferred tax asset | | 198,774 | | | 54,927 | Valuation allowance | | (198,774) | | | (54,927) | Net deferred tax asset | $ | - | | $ | - |
|
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v3.3.1.900
Note 4 - Related Party Transactions (Details) - Chief Executive Officer - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Mar. 31, 2015 |
Shares issued for officer compensation |
|
|
$ 1,071,200
|
|
Preferred stock shares issued |
20,000,000
|
|
20,000,000
|
|
Issuance of preferred stock |
|
|
$ 90,200
|
|
Proceeds from Contributed Capital |
|
$ 33,817
|
|
|
Officers' Compensation |
$ 69,000
|
|
|
|
Increase (Decrease) in Accrued Salaries |
22,500
|
|
|
|
Compensation |
14,039
|
|
|
|
Employee-related Liabilities, Current |
$ 8,461
|
|
$ 8,461
|
|
Common Stock |
|
|
|
|
Represents the SharesIssuedForOfficerStockPayableShares (number of shares), during the indicated time period. |
|
|
|
1,000,000
|
Shares issued for officer compensation - shares |
|
|
20,600,000
|
|
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Note 5 - Investments (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Mar. 31, 2015 |
Investments at fair value |
$ 75,000
|
|
$ 75,000
|
|
$ 100,000
|
Unrealized gains or (losses) on trading securities |
|
$ (41,000)
|
30,000
|
$ (65,499)
|
|
Change in investments |
|
|
15,536
|
19,027
|
|
Realized gains or (losses) on trading securities |
|
|
(39,464)
|
18,593
|
|
Dividends |
4,438
|
$ 3,292
|
12,667
|
$ 3,292
|
|
Wialan Technologies |
|
|
|
|
|
Investments at fair value |
|
|
|
|
25,000
|
Unrealized gains or (losses) on trading securities |
|
|
30,000
|
|
|
Change in investments |
|
|
15,536
|
|
|
Realized gains or (losses) on trading securities |
|
|
39,464
|
|
|
Graffiti Junktion restaurants |
|
|
|
|
|
Investments at fair value |
$ 75,000
|
|
$ 75,000
|
|
$ 75,000
|
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v3.3.1.900
Note 6 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Investments at fair value |
$ 75,000
|
$ 100,000
|
TOTAL ASSETS |
134,791
|
100,044
|
Debt Discount |
371,588
|
0
|
Derivative liabilities |
436,833
|
|
TOTAL CURRENT LIABILITIES |
749,395
|
6,083
|
Fair Value, Inputs, Level 1 |
|
|
Investments at fair value |
75,000
|
100,000
|
TOTAL ASSETS |
75,000
|
$ 100,000
|
Fair Value, Inputs, Level 2 |
|
|
Convertible notes payable, net of discounts of $189,171 and $0 at June 30, 2015 and March 31, 2015, respectively |
531,345
|
|
Debt Discount |
(371,588)
|
|
TOTAL CURRENT LIABILITIES |
159,757
|
|
Fair Value, Inputs, Level 3 |
|
|
Derivative liabilities |
436,833
|
|
TOTAL CURRENT LIABILITIES |
$ 436,833
|
|
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v3.3.1.900
Note 7 - Stockholders' Equity (Details) - USD ($)
|
9 Months Ended |
12 Months Ended |
|
|
Dec. 31, 2015 |
Mar. 31, 2012 |
Mar. 31, 2015 |
Mar. 31, 2014 |
Common stock shares authorized |
675,000,000
|
|
675,000,000
|
|
Common stock par value |
$ 0.001
|
|
$ 0.001
|
|
Preferred stock shares authorized |
20,000,000
|
|
20,000,000
|
|
Preferred stock par value |
$ 0.001
|
|
$ 0.001
|
|
Common stock shares issued |
69,109,291
|
|
37,994,889
|
|
Common stock shares outstanding |
69,109,291
|
|
37,994,889
|
|
Shares issued for officer compensation |
$ 1,071,200
|
|
|
|
Shares issued for conversion of debt |
$ 18,280
|
|
|
|
Preferred stock shares issued |
20,000,000
|
|
0
|
|
Issuance of preferred stock |
$ 90,200
|
|
|
|
Proceeds from Common Stock Payable |
|
$ 194,870
|
|
|
Common stock payable |
|
|
$ 249,342
|
$ 249,342
|
Common Stock |
|
|
|
|
Shares issued for officer compensation - shares |
20,600,000
|
|
|
|
Shares issued for officer compensation |
$ 20,600
|
|
|
|
Shares issued for conversion of debt - shares |
10,514,402
|
|
|
|
Shares issued for conversion of debt |
$ 10,514
|
|
|
|
Series A Preferred Stock |
|
|
|
|
Issuance of preferred stock |
20,000
|
|
|
|
Additional Paid in Capital |
|
|
|
|
Shares issued for officer compensation |
1,050,600
|
|
|
|
Shares issued for conversion of debt |
7,766
|
|
|
|
Issuance of preferred stock |
$ 70,200
|
|
|
|
X |
- DefinitionRepresents the monetary amount of Common stock payable, as of the indicated date.
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v3.3.1.900
Note 8 - Convertible Notes Payable (Details) - USD ($)
|
9 Months Ended |
|
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Mar. 31, 2014 |
Common stock payable |
|
$ 249,342
|
$ 249,342
|
Stock payable converted to debt |
$ 184,870
|
|
|
Gain on conversion of stock payable to convertible notes payable |
64,472
|
|
|
Convertible notes payable, net of discounts of $371,588 and $0 at December 31, 2015 and March 31, 2015, respectively |
159,757
|
|
|
Proceeds from convertible notes payable |
$ 333,000
|
|
|
Common Stock |
|
|
|
Shares issued for conversion of debt - shares |
10,514,402
|
|
|
June 1, 2015 Note |
|
|
|
Stock payable converted to debt |
$ 184,870
|
|
|
Aggregate Principle and interest |
218,745
|
|
|
Gain on conversion of stock payable to convertible notes payable |
$ 64,472
|
|
|
June 1, 2015 Note | Minimum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
194.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.08%
|
|
|
June 1, 2015 Note | Maximum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
209.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.26%
|
|
|
May 20, 2015 Cash Note |
|
|
|
Convertible notes payable, net of discounts of $371,588 and $0 at December 31, 2015 and March 31, 2015, respectively |
$ 21,500
|
|
|
Proceeds from convertible notes payable |
20,000
|
|
|
Debt Instrument, Increase, Accrued Interest |
$ 472
|
|
|
May 20, 2015 Cash Note | Minimum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
194.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.08%
|
|
|
May 20, 2015 Cash Note | Maximum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
209.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.26%
|
|
|
May 20, 2015 Cash Note | Common Stock |
|
|
|
Shares issued for conversion of debt - shares |
2,145,202
|
|
|
November 1, 2015 Cash Notes |
|
|
|
Proceeds from convertible notes payable |
$ 125,000
|
|
|
November 1, 2015 Cash Notes | Minimum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
194.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.08%
|
|
|
November 1, 2015 Cash Notes | Maximum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
209.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.26%
|
|
|
October 26, 2015 Cash Note |
|
|
|
Convertible notes payable, net of discounts of $371,588 and $0 at December 31, 2015 and March 31, 2015, respectively |
$ 206,000
|
|
|
Proceeds from convertible notes payable |
$ 188,000
|
|
|
October 26, 2015 Cash Note | Minimum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
194.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.08%
|
|
|
October 26, 2015 Cash Note | Maximum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
209.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.26%
|
|
|
October 27, 2015 Redemption Note |
|
|
|
Convertible notes payable, net of discounts of $371,588 and $0 at December 31, 2015 and March 31, 2015, respectively |
$ 188,322
|
|
|
October 27, 2015 Redemption Note | Minimum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
194.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.08%
|
|
|
October 27, 2015 Redemption Note | Maximum |
|
|
|
Fair Value Assumptions, Expected Volatility Rate |
209.00%
|
|
|
Fair Value Assumptions, Risk Free Interest Rate |
0.26%
|
|
|
October 27, 2015 Redemption Note | Common Stock |
|
|
|
Shares issued for conversion of debt - shares |
8,369,200
|
|
|
X |
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Note 9 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Details |
|
|
Deferred Tax Assets, Operating Loss Carryforwards |
$ 567,925
|
$ 156,934
|
Deferred Tax Assets, Gross |
198,774
|
54,927
|
Deferred Tax Assets, Valuation Allowance |
$ (198,774)
|
$ (54,927)
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
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Note 10 - Legal Proceedings (Details) - USD ($)
|
9 Months Ended |
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Accounts payable and accrued expenses |
$ 144,344
|
$ 6,083
|
Gaffney Cline and Associates, Inc. v. Gray Fox Petroleum Corp. |
|
|
Accounts payable and accrued expenses |
86,632
|
$ 99,392
|
Loss Contingency, Damages Awarded, Value |
$ 99,392
|
|
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