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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/07/15 Rich Pharmaceuticals, Inc. POS AM 62:6.5M Westward Law LLC/FA |
Document/Exhibit Description Pages Size
1: POS AM Post-Effective Amendment of a Registration HTML 948K
Statement -- mainbody
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3: EX-23.3 Consent of Experts or Counsel HTML 17K
41: R1 Document and Entity Information HTML 46K
30: R2 Balance Sheets HTML 91K
39: R3 Balance Sheets (Parenthetical) HTML 37K
43: R4 Statements of Operations HTML 90K
57: R5 Shareholders Equity HTML 83K
32: R6 Shareholders Equity (Parenthetical) HTML 20K
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27: R8 Summary of Significant Accounting Policies HTML 64K
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45: R11 Accrued Expenses HTML 31K
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As filed with the Securities and Exchange Commission on October 7, 2015
Registration No. 333-204358
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1 /A
(POST-EFFECTIVE AMENDMENT #1)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RICH PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 2834 | 46-3259117 |
| (State or other jurisdiction of Incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
9595 Wilshire Blvd., Suite 900
Beverly Hills, California 90212
(424) 230-7001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ben
Chang
Chief Executive Officer
Rich
Pharmaceuticals, Inc.
9595 Wilshire Blvd, Suite 900
Beverly Hills, California 90212
Telephone No.: (310) 600-8903
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
Steven J. Davis, Esq.
Steven James Davis, A Professional Corporation
1042 N. El Camino Real, B261
Telephone No: (619) 7882383
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
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] |
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Each Class Of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Offering Price per share | Proposed Maximum Aggregate Offering Price | Amount of Registration fee | ||||||||||||
| Common Stock, $0.001 par value per share | 625,000,000 | $ | .0003 | $ | 187,500 | $ | 21.78 | |||||||||
(1) We are registering 625,000,000 shares of our common stock that we will put to LG Capital Funding, LLC, a New York limited liability company pursuant to that certain Amended and Restated Investment Agreement (the “LG Investment Agreement”). The LG Investment Agreement was entered into on June 10, 2015. In the event of stock splits, stock dividends or similar transactions involving the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the adjustment provisions of the LG Investment Agreement require the registrant to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new registration statement to register those additional shares. This Post-Effective Amendment No. 1 amends the Form S-1 filed on May 21, 2015.
(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) of the Securities Act on the basis of the closing bid price of the common stock of the registrant as reported on the OTC Markets on June 9, 2015. The registration fee has been paid upon the filing of the Form S-1 on May 21, 2015.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, DATED OCTOBER 7, 2015 |
625,000,000 Shares of Common Stock
This prospectus relates to the resale of up to 625,000,000 shares of common stock of Rich Pharmaceuticals, Inc. (“we” or the “Company”), par value $0.001 per share, issuable to LG Capital Funding, LLC (“LG”) pursuant to that amended and restated certain investment agreement between the Company and LG dated June 10, 2015 (the “LG Investment Agreement”). The LG Investment Agreement permits us to “put” up to the first to occur of $2,000,000 of our common stock or 625,000,000 shares of our common stock to LG over a period of up to twenty-four (24) months. We will not receive any proceeds from the resale of these shares of common stock. However, we will receive proceeds from the sale of securities pursuant to our exercise of the put right offered by LG. LG is deemed an underwriter for our common stock.
The selling stockholder may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. LG is paying for all registration, listing and qualification fees, printing fees and legal fees.
Our common stock is quoted on the OTC Markets under the ticker symbol “RCHA.” On June 9, 2015, the closing price of our common stock was $0.0003 per share.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 to read about factors you should consider before investing in shares of our common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of This Prospectus is: _____________, 2015
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This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the common stock of Rich Pharmaceuticals, Inc. (referred to herein as the “Company,” “Rich,” “we,” “our,” and “us”). You should carefully read the entire Prospectus, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements before making an investment decision.
Business Overview
We were incorporated under the laws of the State of Nevada on August 9, 2010 under the name “Nepia Inc.” From August 9, 2010 to July 18, 2013, the Company was in the business of developing, manufacturing, and selling small boilers aimed at farmers primarily in Southeast Asia. Beginning on July 19, 2013, the Company acquired bio-pharmaceutical intellectual property for the treatment of acute myeloid leukemia (AML) and is entering into Phase II clinical trials. The goal is to perfect this indication for marketing purposes for distribution world-wide. On August 26, 2013, as a consequence of our new business direction, the Company changed its name to Rich Pharmaceuticals, Inc. (“Rich” or “the Company”).
Investment Agreement with LG
On June 10, 2015, we entered into an amended and restated investment agreement with LG Capital Funding, LLC, a New York limited liability company (“LG”). Pursuant to the terms of the LG Investment Agreement, LG committed to purchase up to the first to occur of $2,000,000 of our common stock or 625,000,000 shares of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to LG which states the dollar amount that we intend to sell to LG on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to LG shall be two hundred percent (200%) of average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 4.99% of the outstanding Shares of the Company. The purchase price per share to be paid by LG shall be calculated as a thirty percent (30%) discount to the lesser of: (1) the lowest traded price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted or (2) the closing bid price on the day before the Drawdown Notice is submitted. We reserved 625,000,000 shares of our common stock for issuance under the LG Investment Agreement.
In connection with the LG Investment Agreement, we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering 625,000,000 shares of our common stock underlying the LG Investment Agreement within 21 days after the closing of the transaction. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC and maintain the effectiveness of such registration statement until termination of the LG Investment Agreement.
The LG Investment Agreement is not transferable and any benefits attached thereto may not be assigned.
The 625,000,000 shares to be registered herein represent 27.59% of the shares then issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 625,000,000 shares to be registered herein represent 33.16% of the shares issued and outstanding held by non-affiliates of the Company.
At an assumed purchase price of $0.00021 (equal to 70% of the closing price of our common stock of $0.0003 on June 9, 2015), we will be able to receive up to $131,250 in gross proceeds, assuming the sale of the entire 625,000,000 shares being registered hereunder pursuant to the LG Investment Agreement. LG has agreed to refrain from holding an amount of shares which would result in LG owning more than 4.99% of the then-outstanding shares of our common stock at any one time.
There are substantial risks to investors as a result of the issuance of shares of our common stock under the LG Investment Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.
LG will periodically purchase our common stock under the LG Investment Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to LG to raise the same amount of funds, as our stock price declines.
Because our ability to draw down any amounts under the LG Investment Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds under the LG Investment Agreement. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the LG Investment Agreement.
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Where You Can Find Us
Our principal office is located at 9595 Wilshire Blvd., Suite 900, Beverly Hills, California 90212. Our telephone number is (424) 230-7001.
| Common stock offered by Selling Stockholder | 625,000,000 shares of common stock. |
| Common stock outstanding before the offering | 2,265,513,376 shares of common stock as of the date hereof. |
| Common stock outstanding after the offering | 2,890,513,376 shares of common stock. |
| Use of proceeds | We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of securities pursuant to the LG Investment Agreement. The proceeds received under the LG Investment Agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of the Company. |
| OTC Pink Trading Symbol | RCHA |
| Risk Factors | The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”. |
You should carefully consider the risks described below together with all of the other information included in this Prospectus before making an investment decision with regard to our securities. The statements contained in or incorporated into this Prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related To Our Business
We are a development stage company and may never commercialize any of our products or services or earn a profit.
Prior to July 19, 2013, we were a “shell” company with no or nominal operations. We recently received funding and commenced operations. We are a development stage company in the business of developing treatments for Acute Myelogenous Leukemia (AML). We currently have no products ready for commercialization, have not generated any revenue from operations and expect to incur substantial net losses for the foreseeable future to further develop and commercialize our technology. We cannot predict the extent of these future net losses, or when we may attain profitability, if at all. If we are unable to generate significant revenue from our technology or attain profitability, we will not be able to sustain operations. Because of the numerous risks and uncertainties associated with developing and commercializing our technology, we are unable to predict the extent of any future losses or when we will become profitable, if ever. We may never become profitable and you may never receive a return on an investment in our common stock. An investor in our common stock must carefully consider the substantial challenges, risks and uncertainties inherent in the attempted development and commercialization of medical treatments. We may never successfully commercialize our technology, and our business may fail.
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We will need to raise substantial additional capital to commercialize our technology, and our failure to obtain funding when needed may force us to delay, reduce or eliminate our product development programs or collaboration efforts.
As of the date of this Prospectus, we have limited cash resources. Due to our expectation that we will continue to incur losses in the future, we will be required to raise additional capital to complete the development and commercialization of our technology. During the next 12 months and potentially thereafter, we will have to raise additional funds to continue the development and commercialization of our technology. When we seek additional capital, we may seek to sell additional equity and/or debt securities or to obtain a credit facility, which we may not be able to do on favorable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our technologies, restrict our operations or obtain funds by entering into agreements on unattractive terms.
Our ability to successfully commercialize our technology will depend largely upon the extent to which third-party payors reimburse the costs for our treatment in the future. Physicians and patients may decide not to order our products unless third-party payors, such as managed care organizations as well as government payors such as Medicare and Medicaid pay a substantial portion of the price of the treatment. Reimbursement by a third-party payor may depend on a number of factors, including a payor’s determination that our product candidates are:
• not experimental or investigational;
• effective;
• medically necessary;
• appropriate for the specific patient;
• cost-effective;
• supported by peer-reviewed publications; and
• included in clinical practice guidelines.
Market acceptance, sales of products based upon our technology, and our profitability may depend on reimbursement policies and health care reform measures. Several entities conduct technology assessments of medical treatments and provide the results of their assessments for informational purposes to other parties. These assessments may be used by third-party payors and health care providers as grounds to deny coverage for a treatment or procedure. The levels at which government authorities and third-party payors, such as private health insurers and health maintenance organizations, may reimburse the price patients pay for such products could affect whether we are able to commercialize our products. Our technology may receive negative assessments that may impact our ability to receive reimbursement of the treatment. Since each payor makes its own decision as to whether to establish a policy to reimburse a treatment, seeking these approvals may be a time-consuming and costly process. We cannot be sure that reimbursement in the U.S. or elsewhere will be available for any of our products in the future. If reimbursement is not available or is limited, we may not be able to commercialize our products.
If we are unable to obtain reimbursement approval from private payors and Medicare and Medicaid programs for our product candidates, or if the amount reimbursed is inadequate, our ability to generate revenues could be limited. Even if we are being reimbursed, insurers may withdraw their coverage policies or cancel their contracts with us at any time, stop paying for our treatment or reduce the payment rate for our treatment, which would reduce our revenue.
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Even if approved, our product candidates may not achieve broad market acceptance among physicians, patients and healthcare payors, and as a result our revenues generated from their sales may be limited.
The commercial success of our products will depend upon its acceptance among the medical community, including physicians, health care payors and patients. The degree of market acceptance of our current or future product candidates will depend on a number of factors, including:
• limitations or warnings contained in our product candidates’ FDA-approved labeling;
• changes in the standard of care or availability of alternative therapies at similar or lower costs for the targeted indications for any of our product candidates;
• limitations in the approved clinical indications for our product candidates;
• demonstrated clinical safety and efficacy compared to other products;
• lack of significant adverse side effects;
• sales, marketing and distribution support;
• availability of reimbursement from managed care plans and other third-party payors;
• timing of market introduction and perceived effectiveness of competitive products;
• the degree of cost-effectiveness;
• availability of alternative therapies at similar or lower cost, including generics and over-the-counter products;
• the extent to which our product candidates are approved for inclusion on formularies of hospitals and managed care organizations;
• whether our product candidates are designated under physician treatment guidelines for the treatment of the indications for which we have received regulatory approval;
• adverse publicity about our product candidates or favorable publicity about competitive products;
• convenience and ease of administration of our product candidates; and
• potential product liability claims.
If our product candidates are approved, but do not achieve an adequate level of acceptance by physicians, patients, the medical community and healthcare payors, sufficient revenue may not be generated from these products and we may not become or remain profitable. In addition, efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources and may never be successful.
If our potential treatments are unable to compete effectively with current and future treatments targeting similar markets as our potential products, our commercial opportunities will be reduced or eliminated.
The medical treatment industry for AML and stroke is intensely competitive and characterized by rapid technological progress. In each of our potential product areas, we face significant competition from large biotechnology, medical diagnostic and other companies. The technologies associated with the medical industry are evolving rapidly and there is intense competition within such industry. Certain companies have established technologies that may be competitive to our technology and any future products that we develop. Some of these competing companies may use different approaches or means to obtain results, which could be more effective or less expensive than our treatments. Moreover, these and other future competitors have or may have considerably greater resources than we do in terms of technology, sales, marketing, commercialization and capital resources. These competitors may have substantial advantages over us in terms of research and development expertise, experience in clinical studies, experience in regulatory issues, brand name exposure and expertise in sales and marketing as well as in operating central laboratory services. Many of these organizations have financial, marketing and human resources greater than ours; therefore, there can be no assurance that we can successfully compete with present or potential competitors or that such competition will not have a materially adverse effect on our business, financial position or results of operations.
Since our technology is under development, we cannot predict the relative competitive position of any product based upon the technology. However, we expect that the following factors will determine our ability to compete effectively: safety and efficacy; product price; turnaround time; ease of administration; performance; reimbursement; and marketing and sales capability.
If our clinical studies do not prove the superiority of our technologies, we may never sell our products and services.
The results of our clinical studies may not show that treatment results using our technology are superior to existing treatment. In that event, we will have to devote significant financial and other resources to further research and development, and commercialization of products using our technologies will be delayed or may never occur.
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At present, our success depends solely on the successful development and commercialization of our compound in development, which cannot be assured.
We are focused on the development of the RP-323 compound, a naturally occurring compound that has a number of properties that are uniquely suited for the treatment of patients with AML and in stimulating white blood cells. The successful commercialization of this product candidate, either by us or by strategic partners, is crucial for our success. Our proposed products and their potential applications are in an early stage of clinical and manufacturing/process development and face a variety of risks and uncertainties. Principally, these risks include the following:
• clinical trial results may show that our product candidates are not well tolerated by recipients at its effective doses or are not efficacious;
• future clinical trial results may be inconsistent with testing results obtained to-date;
• even if our product candidates are shown to be safe and effective for their intended purposes, we may face significant or unforeseen difficulties in obtaining or manufacturing sufficient quantities at reasonable prices or at all;
• even if our product candidates are successfully developed, commercially produced and receive all necessary regulatory approvals, there is no guarantee that there will be market acceptance of our products; and
• our ability to complete the development and commercialization of our product candidates for their intended use is substantially dependent upon our ability to raise sufficient capital or to obtain and maintain experienced and committed partners to assist us with
• obtaining clinical and regulatory approvals for, and the manufacturing, marketing and distribution of, our products;
• our competitors may develop therapeutics or other treatments which are superior or less costly than our own with the result that our product candidates, even if they are successfully developed, manufactured and approved, may not generate sufficient revenues to offset the development and manufacturing costs of our product candidates.
If we are unsuccessful in dealing with any of these risks, or if we are unable to successfully commercialize our cancer-targeting technologies for some other reason, our business, prospects, financial condition, and results of operations may be adversely affected.
The failure to complete development of our technology, to obtain government approvals, including required FDA approvals, or to comply with ongoing governmental regulations could prevent, delay or limit introduction or sale of proposed products and result in failure to achieve revenues or maintain our ongoing business.
Our research and development activities and the manufacture and marketing of our intended products are subject to extensive regulation for safety, efficacy and quality by numerous government authorities in the U.S. and abroad. Before receiving clearance to market our proposed products by the FDA, we will have to demonstrate that our products are safe and effective for the patient population for the diseases that are to be treated. Clinical trials, manufacturing and marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities. The Federal Food, Drug and Cosmetic Act and other federal, state and foreign statutes and regulations govern and influence the testing, manufacturing, labeling, advertising, distribution and promotion of drugs and medical devices. As a result, clinical trials and regulatory approval can take many years to accomplish and require the expenditure of substantial financial, managerial and other resources.
In order to be commercially viable, we must successfully research, develop, obtain regulatory approval for, manufacture, introduce, market and distribute our technologies. This includes meeting a number of critical developmental milestones including:
• demonstrating benefit from delivery of each specific drug for specific medical indications;
• demonstrating through clinical trials that each drug is safe and effective; and
• demonstrating that we have established viable Good Manufacturing Practices capable of potential scale-up.
The timeframe necessary to achieve these developmental milestones may be long and uncertain, and we may not successfully complete these milestones for any of our intended products in development.
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In addition to the risks previously discussed, our technology is subject to developmental risks that include the following:
• uncertainties arising from the rapidly growing scientific aspects of drug therapies and potential treatments;
• uncertainties arising as a result of the broad array of alternative potential; and
• expense and time associated with the development and regulatory approval of treatments for AML and other conditions.
In order to conduct the clinical trials that are necessary to obtain approval by the FDA to market a product, it is necessary to receive clearance from the FDA to conduct such clinical trials. The FDA can halt clinical trials at any time for safety reasons or because we or our clinical investigators do not follow the FDA’s requirements for conducting clinical trials. If any of our trials are halted, we will not be able to obtain FDA approval until and unless we can address the FDA’s concerns. If we are unable to receive clearance to conduct clinical trials for a product, we will not be able to achieve any commercial revenue from such product in the U.S. as it is illegal to sell any drug for use in humans in the U.S. without FDA approval. Even if we do ultimately receive FDA approval for any of our products, these products will be subject to extensive ongoing regulation, including regulations governing manufacturing, labeling, packaging, testing, dispensing, prescription and procurement quotas, record keeping, reporting, handling, shipment and disposal of any such drug. Failure to obtain and maintain required registrations or to comply with any applicable regulations could further delay or preclude development and commercialization of our drugs and subject us to enforcement action.
Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.
In order to receive regulatory approval for the commercialization of our products, we must conduct, at our own expense, extensive clinical trials to demonstrate safety and efficacy of these product candidates. Clinical testing is expensive, it can take many years to complete and its outcome is uncertain. Failure can occur at any time during the clinical trial process. The Company estimates the budget for reaching market approval for the treatment of AML to be $20 million if our products are conferred “orphan drug” status by the FDA or $40 million or more in the absence of such “orphan drug” status. We may experience delays in clinical testing of our product candidates. We do not know whether planned clinical trials will begin on time, will need to be redesigned or will be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays in obtaining regulatory approval to commence a trial, in reaching agreement on acceptable clinical trial terms with prospective sites, in obtaining institutional review board approval to conduct a trial at a prospective site, in recruiting patients to participate in a trial or in obtaining sufficient supplies of clinical trial materials. Many factors affect patient enrollment, including the size of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, competing clinical trials and new drugs approved for the conditions we are investigating. Prescribing physicians will also have to decide to use our product candidates over existing drugs that have established safety and efficacy profiles. Any delays in completing our clinical trials will increase our costs, slow down our product development and approval process and delay our ability to generate revenue.
In addition, prior results of Phase I clinical trials of our product candidates do not necessarily predict the results of later-stage clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through initial clinical testing. The data collected from clinical trials of our product candidates may not be sufficient to support the submission of a new drug application or to obtain regulatory approval in the United States or elsewhere. Because of the uncertainties associated with drug development and regulatory approval, we cannot determine if or when we will have an approved product for commercialization or achieve sales or profits. Our clinical trials may not demonstrate sufficient levels of efficacy necessary to obtain the requisite regulatory approvals for our drugs, and our proposed drugs may not be approved for marketing.
We expect to rely heavily on orphan drug status to develop and commercialize our product candidates, but our orphan drug designations may not confer marketing exclusivity or other expected commercial benefits.
We expect to rely on “orphan drug” exclusivity for our product candidates. Orphan drug status confers seven years of marketing exclusivity under the Federal Food, Drug, and Cosmetic Act, and up to ten years of marketing exclusivity in Europe for a particular product in a specified indication. For any product candidate for which we have been or will be granted orphan drug designation in a particular indication, it is possible that another company also holding orphan drug designation for the same product candidate will receive marketing approval for the same indication before we do. If that were to happen, our applications for that indication may not be approved until the competing company’s period of exclusivity expires. Even if we are the first to obtain marketing authorization for an orphan drug indication, there are circumstances under which a competing product may be approved for the same indication during the seven-year period of marketing exclusivity, such as if the later product is shown to be clinically superior to the orphan product, or if the later product is deemed a different product than ours. Further, the seven-year marketing exclusivity would not prevent competitors from obtaining approval of the same product candidate as ours for indications other than those in which we have been granted orphan drug designation, or for the use of other types of products in the same indications as our orphan product, or during such seven-year period for other indications.
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We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.
Our clinical trials may be suspended at any time for a number of reasons. For example, we may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the clinical trial patients. In addition, regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the clinical trial patients. Administering any product candidates to humans may produce undesirable side effects. These side effects could interrupt, delay or halt clinical trials of our product candidates and could result in the FDA or other regulatory authorities denying further development or approval of our product candidates for any or all targeted indications. Ultimately, some or all of our product candidates may prove to be unsafe for human use. Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects as a result of participating in our clinical trials.
We depend on third-party contractors for a substantial portion of our operations and may not be able to control their work as effectively as if we performed these functions ourselves.
We outsource substantial portions of our operations to third-party service providers, including the conduct clinical trials, collection and analysis of data, and manufacturing. Our agreements with third-party service providers and contract research organizations are on a study-by-study and project-by-project basis. Any contractor that we retain will be subject to FDA and foreign regulatory requirements and similar standards outside of the United States and Europe and we do not have control over compliance with these regulations by these providers. Consequently, if these providers do not adhere to applicable governing practices and standards, the development and commercialization of our product candidates could be delayed or stopped, which could severely harm our business and financial condition.
Because we have relied on third parties, our internal capacity to perform these functions is limited to management oversight. Outsourcing these functions involves the risk that third parties may not perform to our standards, may not produce results in a timely manner or may fail to perform at all. Although we have not experienced any significant difficulties with our third-party contractors, it is possible that we could experience difficulties in the future. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated. There are a limited number of third-party service providers that specialize or have the expertise required to achieve our business objectives. Identifying, qualifying and managing performance of third-party service providers can be difficult, time consuming and cause delays in our development programs. We currently have a small number of employees, which limits the internal resources we have available to identify and monitor third-party service providers. To the extent we are unable to identify, retain and successfully manage the performance of third-party service providers in the future, our business may be adversely affected, and we may be subject to the imposition of civil or criminal penalties if their conduct of clinical trials violates applicable law.
We are exposed to product and clinical liability risks that could create a substantial financial burden should we be sued.
Our business exposes us to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical products. In addition, the use, in our clinical trials, of pharmaceutical products that we or our current or potential collaborators may develop and then subsequently sell may cause us to bear a portion of or all product liability risks. While we intend to carry an insurance policy covering liability incurred in connection with such claims should they arise, there can be no assurance that we will be able to obtain insurance or that our insurance will be adequate to cover all situations. Moreover, there can be no assurance that such insurance if obtained, or additional insurance, if required, will be available in the future or, if available, will be available on commercially reasonable terms. A successful product liability claim or series of claims brought against us could have a material adverse effect on our business, prospects, financial condition and results of operations.
Due to our limited marketing, sales and distribution experience, we may be unsuccessful in our efforts to sell our proposed products, enter into relationships with third parties or develop a direct sales organization.
We have not established marketing, sales or distribution capabilities for our proposed products. Until such time as our proposed products are further along in the development process, we will not devote any meaningful time and resources to this effort. At the appropriate time, we will determine whether we will develop our own sales and marketing capabilities or enter into agreements with third parties to sell our products. We have limited experience in developing, training or managing a sales force. If we choose to establish a direct sales force, we may incur substantial additional expenses in developing, training and managing such an organization. We may be unable to build a sales force on a cost-effective basis or at all. Any such direct marketing and sales efforts may prove to be unsuccessful. In addition, we will compete with many other companies that currently have extensive marketing and sales operations. Our marketing and sales efforts may be unable to compete against these other companies. We may be unable to establish a sufficient sales and marketing organization on a timely basis, if at all.
If we choose to enter into agreements with third parties to sell our proposed products, we may be unable to establish or maintain third-party relationships on a commercially reasonable basis, if at all. In addition, these third parties may have similar or more established relationships with our competitors.
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We may be unable to engage qualified distributors. Even if engaged, these distributors may:
• fail to adequately market our products;
• fail to satisfy financial or contractual obligations to us;
• offer, design, manufacture or promote competing products; or
• cease operations with little or no notice.
If we fail to develop sales, marketing and distribution channels, we would experience delays in product sales and incur increased costs, which would have a material adverse effect on our business, prospects, financial condition, and results of operation.
If we are unable to protect our intellectual property effectively, we may be unable to prevent third parties from using our technologies, which would impair our competitive advantage.
We will rely on patent protection as well as a combination of copyright and trade secret protection, and other contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. If we fail to protect our intellectual property, we will be unable to prevent third parties from using our technologies and they will be able to compete more effectively against us. We cannot assure you that the patent issued to us will not be challenged, invalidated or held unenforceable. We cannot guarantee you that we will be successful in defending challenges made in connection with our patent and any future patent applications. In addition to our patent and any future patent applications, we will rely on contractual restrictions to protect our proprietary technology. We will require our employees and third parties to sign confidentiality agreements and employees to also sign agreements assigning to us all intellectual property arising from their work for us. Nevertheless, we cannot guarantee that these measures will be effective in protecting our intellectual property rights.
The inventor of the intellectual property which was assigned to the Company in July 2013 by Imagic, LLC and Richard L. Chang’s Holdings, LLC is presently in declaratory relief litigation with Biosuccess Biotech, Co. LTD. (“Biosuccess”), a company who was previously assigned licensing rights in the intellectual property. In connection with this litigation, on January 17, 2014, the Company received notice of a complaint filed by Biosuccess against the Company, Imagic, LLC, Richard L. Chang’s Holdings, LLC, and Ben Chang (our CEO and a director) in the United States District Court, Central District of California Western Division (the “District Court”). The Complaint includes allegations of patent and copyright infringement, misappropriation of trade secrets, breach of fiduciary duty, unfair competition and other causes of actions against the Company, Imagic, LLC, Richard L. Chang’s Holdings, LLC, and Ben Chang (the “Litigation”). The Complaint seeks relief which includes compensatory damages, attorneys’ fees and costs, an award of treble damages, and such other relief as the court may deem just and proper. The trial for the Litigation involving the Company is scheduled for March of 2015. A request for a two and a half month extension, to June 2016, has been submitted to the courts with no reply as of the date of this filing. The Company believes the allegations in the complaint are without merit and that it will prevail in the Litigation. However, we have incurred expenses and the diversion of financial resources and management personnel in responding to the complaint. Additionally, an adverse determination against us in the Litigation may subject us to significant liabilities or require us to seek licenses that may not be available from third parties on commercially favorable terms, if at all. Further, an adverse determination against us in the Litigation may require us to pay substantial financial damages, which can be tripled if the infringement is deemed willful, or be required to discontinue or significantly delay development, marketing, selling and licensing of the Company’s affected products and intellectual property rights.
Also, our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent application may have priority over our patent applications and could further require us to obtain rights to issued patents covering such technologies. There may be third-party patents, patent applications and other intellectual property relevant to our potential products that may block or compete with our products or processes. If another party has filed a United States patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the United States Patent and Trademark Office to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful, resulting in a loss of our United States patent position with respect to such inventions. In addition, we cannot assure you that we would prevail in any of these suits or that the damages or other remedies if any, awarded against us would not be substantial. Claims of intellectual property infringement may require us to enter into royalty or license agreements with third parties that may not be available on acceptable terms, if at all. We may also become subject to injunctions against the further development and use of our technology, which would have a material adverse effect on our business, financial condition and results of operations. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.
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Our financial statements have been prepared assuming that the Company will continue as a going concern.
We have generated losses to date and have limited working capital. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. The report of our independent registered public accounting firm included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in their audit report included herein. If we cannot generate the required revenues and gross margin to achieve profitability or obtain additional capital on acceptable terms, we will need to substantially revise our business plan or cease operations and an investor could suffer the loss of a significant portion or all of his investment in our Company.
We have had operating losses since inception, and we currently are not profitable; and we may never achieve profitability.
For the fiscal year ended March 31, 2013, we had a net loss of $31,350 and an accumulated deficit of $81,930. For the fiscal year ended March 31, 2014, we had a net loss of $3,004,937 and an accumulated deficit of $3,301,404. We have had and we expect to continue to have losses in the near term and have relied and will rely on capital funding to support our operations in the near future. To date, such capital funding has been limited in amount. Because we are at the development stage of our products, we do not expect that they will generate revenues sufficient to cover the costs of our operations in the nearer and medium term. We cannot predict whether or not we will ever become profitable or be able to continue to find capital to support our development and business plan.
We do not expect to pay dividends for the foreseeable future, and we may never pay dividends and, consequently, the only opportunity for investors to achieve a return on their investment is if a trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit.
We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party will offer to purchase our business on acceptable terms and at a price that would enable our investors to recognize a profit.
Capital Market Risks
Because we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.
At an assumed purchase price of $0.00021 (equal to 70% of the closing price of our common stock of $0.0003 on June 9, 2015), we will be able to receive up to $131,250 in gross proceeds, assuming the sale of the entire 625,000,000 shares being registered hereunder pursuant to the LG Investment Agreement..
In addition, we anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors' investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company's common stock could seriously decline in value.
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LG will pay less than the then-prevailing market price for our common stock.
The Common Stock to be issued to LG pursuant to the LG Investment Agreement will be purchased at a 30% discount to the lowest trading price of our Common Stock during the ten (10) consecutive trading days immediately after LG receives our notice of sale. LG has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If LG sells the shares, the price of our Common Stock could decrease. If our stock price decreases, LG may have a further incentive to sell the shares of our Common Stock that it holds. These sales may have a further impact on our stock price.
Your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the LG Investment Agreement.
Pursuant to the LG Investment Agreement, when we deem it necessary, we may raise capital through the private sale of our Common Stock to LG at a price equal to a discount to the lowest volume weighted average price of the common stock for the ten (10) consecutive trading days after LG receives our notice of sale. Because the put price is lower than the prevailing market price of our Common Stock, to the extent that the put right is exercised, your ownership interest may be diluted.
We are registering an aggregate of 625,000,000 shares of common stock to be issued under the LG Investment Agreement. The sales of such shares could depress the market price of our common stock.
We are registering an aggregate of 625,000,000 shares of Common Stock under the registration statement of which this prospectus is a part, pursuant to the LG Investment Agreement. Notwithstanding LG’s ownership limitation, the 625,000,000 shares would represent approximately 27.59% of our shares of Common Stock outstanding immediately after our exercise of the put right under the Investment Agreement. The sale of these shares into the public market by LG could depress the market price of our Common Stock.
We may not have access to the full amount available under the LG Investment Agreement.
Our ability to draw down funds and sell shares under the LG Investment Agreement requires that this resale registration statement be declared effective and continue to be effective. This registration statement registers the resale of 625,000,000 shares issuable under the LG Investment Agreement, and our ability to sell any shares issuable under the LG Investment Agreement is subject to our ability to have this registration statement registering the resale of these shares declared effective. Even if we are successful in causing this registration statement registering the resale of some or all of the shares issuable under the LG Investment Agreement to be declared effective by the SEC in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to LG. Accordingly, because our ability to draw down any amounts under the LG Investment Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $2,000,000 under the LG Investment Agreement. We believe that it is likely that we will be able to drawn down on the full amount of the Agreement, however, prior to drawing down on the full amount, we may not be able to draw down on the full amount without filing an amendment to our Articles of Incorporation to increase the Company’s authorized shares of common stock. Pursuant to state law, the filing of the amendment to increase the authorized shares of common stock may require board and shareholder approval. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the LG Investment Agreement.
Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the LG Investment Agreement, and as such, LG may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing shareholders.
LG has agreed, subject to certain exceptions listed in the LG Investment Agreement, to refrain from holding an amount of shares which would result in LG or its affiliates owning more than 4.99% of the then-outstanding shares of our Common Stock at any one time. These restrictions, however, do not prevent LG from selling shares of Common Stock received in connection with a put, and then receiving additional shares of Common Stock in connection with a subsequent put. In this way, LG could sell more than 4.99% of the outstanding Common Stock in a relatively short time frame while never holding more than 4.99% at one time.
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Our common stock recently commenced trading and has limited volume and high price volatility, so you may be unable to sell your shares to raise money or otherwise desire to liquidate your shares.
The Company’s common stock commenced trading March 14, 2014 on the OTC Markets. The trading volume has been very limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTC stocks and certain major brokerage firms restrict their brokers from recommending OTC stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect our underlying value. The market price of our common stock is subject to wide fluctuations, and may be subject to further fluctuations based on announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.
The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.
As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities. The stock market in general and the market prices for penny stock companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Stockholders should be aware that, according to Securities and Exchange Commission (“SEC”) Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include 1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; 2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; 3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; 4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and 5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.
We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock.
Security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock. The absence of such coverage limits the likelihood that an active market will develop for our common stock. It will also likely make it more difficult to attract new investors at times when we require additional capital.
We may be unable to list our common stock on NASDAQ or on any securities exchange.
Although we may apply to list our common stock on NASDAQ or the NYSE MKT in the future, we cannot assure you that we will be able to meet the initial listing standards, including the minimum per share price and minimum capitalization requirements, or that we will be able to maintain a listing of our common stock on either of those or any other trading venue. If our common stock begins trading, until such time as we would qualify for listing on NASDAQ, the NYSE MKT or another trading venue, our common stock would trade on OTC Markets or OTC Bulletin Board or another over-the-counter quotation system where an investor may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, rules promulgated by the SEC impose various practice requirements on broker-dealers who sell securities that fail to meet certain criteria set forth in those rules to persons other than established customers and accredited investors. Consequently, if our common stock begins trading, these rules may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. It would also make it more difficult for us to raise additional capital.
Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price.
There is a risk that this downward pressure may make it impossible for an investor to sell his or her securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.
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Conversion of our convertible notes into common stock could result in additional dilution to our stockholders.
We have issued convertible notes which are convertible into shares of our common stock at conversion prices which are at a discount to the then current trading price of our common stock. Additionally, upon the occurrence of certain events of default (including conditions outside of our control) the note holders are entitled to increased repayment and interest rates, as well as other remedies. The note holders have anti-dilution and conversion reset provisions which are triggered by the issuance of lower priced securities. If shares of our common stock are issued due to the conversion of some or all of the convertible notes in the future, the ownership interests of existing stockholders will be diluted.
The Company’s common stock was the subject of an unauthorized spam stock promotion.
In April 2014, the Company was made aware of spam stock promotion regarding shares of the Company. The Company received complaints, and was forwarded emails and links to social media sites, relating to unsolicited messages containing false and misleading information regarding the Company and its stock price. The spam mails touted RCHA as "the opportunity of the year" that could go past "2 or 3 dollars". The Company did not, and does not, authorize, endorse or sponsor these illegal spam stock promotions or any of the information contained in the emails. However, the spam stock promotions caused the OTC Markets to place a skull and crossbones next to the Company’s stock symbol on the OTC Markets website warning investors with respect to the Company’s stock, and may have caused reputational damage to the Company and its stock. The Company does not have the ability to stop or restrict any future spam stock promotions which may occur and any such future promotions could have an adverse effect on the Company and its share price.
We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock's price, which may never happen.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our company.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (known as "FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Corporate and Other Risks
Limitations on director and officer liability and indemnification of our Company’s officers and directors by us may discourage stockholders from bringing suit against an officer or director.
Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director.
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We are responsible for the indemnification of our officers and directors.
Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.
Certain provisions of our Certificate of Incorporation may make it more difficult for a third party to effect a change-of-control.
Our certificate of incorporation authorizes the Board of Directors to issue up to 10,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors without further action by the stockholders. These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of the Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.
The issuance of Preferred Stock to our Chief Executive Officer provides him with voting control which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company.
Our Chief Executive Officer has 6,000,000 shares of Preferred Stock which provide him with 100 to 1 voting rights over shares of common stock. This ownership provides him with voting control over matters which require shareholder approval. This concentration of voting power could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for his shares. If you acquire shares of our common stock, you may have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our common stock. Our principal stockholders may be able to control matters requiring approval by our stockholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we merge with a third party or enter into different transactions which require stockholder approval. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.
We are dependent for our success on a few key individuals.
Our success depends on the skills, experience and performance of key members of our management team. Each of those individuals may voluntarily terminate his relationship with the Company at any time. Were we to lose one or more of these key individuals, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We do not maintain a key man insurance policy on any of our executive officers.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:
• our ability to obtain additional financing;
• the accuracy of our estimates regarding expenses, future revenues and capital requirements;
• the success and timing of our preclinical studies and clinical trials;
• our ability to obtain and maintain regulatory approval of the product candidates we may develop, and the labeling under any approval we may obtain;
• regulatory developments in the United States and other countries;
• the performance of third-party manufacturers;
• our plans to develop and commercialize our product candidates;
• our ability to obtain and maintain intellectual property protection for our product candidates;
• the successful development of our sales and marketing capabilities;
• the potential markets for our product candidates and our ability to serve those markets;
• the rate and degree of market acceptance of any future products;
• the success of competing drugs that are or become available; and
• the loss of key scientific or management personnel.
The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of securities pursuant to the LG Investment Agreement. The proceeds received from any “Puts” tendered to LG under the LG Investment Agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of the Company.
C:| 17 |
“Dilution” as used herein represents the difference between the offering price per share of shares offered hereby and the net tangible book value per share of the Company’s common stock after completion of the offering. Dilution in the offering is primarily due to the losses previously recognized by the Company.
At an assumed purchase price of $0.00021 (equal to 70% of the closing price of our common stock of $0.0003 on June 9, 2015), we will be able to receive up to $131,250 in gross proceeds, assuming the sale of the entire 625,000,000 shares being registered hereunder pursuant to the LG Investment Agreement.
The
following information is based upon the Company’s unaudited balance sheet as filed in the Company’s Form 10-Q/A on
February 25, 2015, for the period ended December 31, 2014: The net tangible book value of the Company
at December 31, 2014 was $(1,209,104) or $(0.00174) per share. Net tangible book value represents the amount of total tangible
assets less total liabilities. Assuming that 100% of the 625,000,000 shares offered hereby were purchased by the investor (a fact
of which there can be no assurance) as of December 31, 2014, the then outstanding 2,890,513,376 shares of common stock, which
would constitute all of the issued and outstanding equity capital of the Company assuming the entire 625,000, 000 shares were
sold , would have a net tangible book value $(1,209,104) (after deducting commissions and offering expenses) or approximately
$(0.000418) per share. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Public
Market for Common Stock Our
common stock is currently trading on the OTCQB Market under the symbol “RCHA”. The table below lists the high and
low closing prices per share of our common stock from the date our stock was first traded on March 14, 2014, as quoted on the
OTCQB Market. Prior to March 14, 2014, there was no public market for our common stock. Holders We
had approximately 82 record holders of our common stock as of April 16, 2015, according to the books of our transfer agent. The
number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name,
the accuracy of which cannot be guaranteed. Dividends We
have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our
business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends
will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board
of directors may deem relevant. Our retained earnings deficit currently limits our ability to pay dividends. Equity
Compensation Plans The
table below sets forth information as of April 15, 2015 with respect to compensation plans under which our common stock is authorized
for issuance: Weighted-average
exercise price of outstanding options Number
of securities remaining available for future issuance under equity compensation
plans None MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our
discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our
plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary
Notice Regarding Forward-Looking Statements and Business sections in this Prospectus. We use words such as “anticipate,”
“estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,”
“believe,” “intend,” “may,” “will,” “should,” “could,”
and similar expressions to identify forward-looking statements. Recent
Developments On
August 9, 2010 we were incorporated as Nepia Inc. in the State of Nevada. From August 9, 2010 to July 18, 2013, we were in the
business of developing, manufacturing, and selling small boilers aimed at farmers primarily in Southeast Asia. On
July 18, 2013, we designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares of
Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share and
vote with common shares as a single class. On
July 18, 2013, we entered into a Memorandum of Understanding and Asset Assignment Agreement (the “Assignment Agreement”)
with Imagic, LLC dba Rich Pharmaceuticals and Richard L. Chang’s Holdings, LLC to acquire certain assets including United
States Patent No. 6,063,814 entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and
all related intellectual property associated with the patent. In consideration for the newly acquired assets, we agreed to issue
Imagic, LLC a total of 198,625 pre-split shares of our common stock and to issue Ben Chang 6,000,000 of our newly created Series
“A” Preferred Stock with super voting rights. We further agreed to use its best efforts to complete a financing resulting
in proceeds of at least $2,000,000. If we are unable to raise $400,000 according to the terms of the Assignment Agreement, the
assets revert back to Imagic, LLC and Richard L. Chang’s Holdings. As part of the Assignment Agreement, Imagic, LLC and
Richard L. Chang’s Holdings shall have the option at any time before November 1, 2014, to assign to us any and all interest
these companies have in the indication, patents and intellectual property related to Hodgkin’s Lymphoma in consideration
for us issuing to Ben Chang: (i) 476,820 pre-split common shares; and (i) 1.0408 pre-split common shares for each one pre-split
common share issued by us prior to the date we receive notice of intent to exercise the option, adjusted for any stock split we
happen to undertake. In
consequence of the Agreement and Assignment Agreement, Sean Webster resigned in his position as an officer and director. In his
stead, Ben Chang was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director.
Li Deng Ke and Xiong Chao Jun sold 1,275,000 pre-split common shares to Ben Chang, and Mr. Chang cancelled 1,200,517 of those
shares he received and returned them to treasury. On
July 19, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the
“Agreement”) with our prior officer and directors, Li Deng Ke and Xiong Chao Jun. Pursuant to the Agreement, we transferred
all assets and business operations associated with our boiler business to Messrs. Ke and Jun. In exchange, Messrs. Ke and Jun
agreed to assume and cancel all liabilities relating to our former business, including shareholder and officer loans amounting
to $24,318. From and after July 18, 2013, we are in the business of developing RP-323 (formerly called PD-616) for the treatment
of Acute Myelogenous Leukemia (AML), and to cause elevation of white blood cells (WBC) in patients depleted of these elements
due to various conditions. We are no longer engaged in the business of developing, manufacturing, and selling straw burning boilers.
A more complete description of our new business is contained under “Item 2.01 Completion of Acquisition or Disposition of
Assets” in our Current Report on Form 8-K filed with the SEC on July 24, 2013 (the “Super 8-K”). Readers are
encouraged to read the Super 8-K to gain a better understanding of our new business and risk factors. On
August 26, 2013, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned
subsidiary, Rich Pharmaceuticals, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes.
As part of the merger, we authorized a change in our name to "Rich Pharmaceuticals, Inc." and our Articles of Incorporation
were amended to reflect this name change. The effectiveness of the name change was subject to approval by the Financial Industry
Regulatory Authority (“FINRA”), which we received on September 3, 2013. On
September 5, 2013, we resolved to increase the number of authorized shares of our common stock, par value $0.001, from 400,000,000
shares to 37,503,000,000 shares. Correspondingly, we affirmed a forward split of 416.7 for 1 in which each shareholder was issued
416.7 common shares in exchange for 1 common share of their issued common stock. Under the Nevada law, shareholder approval was
not required. We submitted the required information to FINRA and we were informed by FINRA that the effective date of the forward
split was October 2, 2013. Prior to approval of the forward split, we had a total of 993,108 issued and outstanding pre-split
common shares, par value $0.001. On the effective date of the forward split, we had a total of 413,828,104 issued and outstanding
post-split common shares, par value $0.001. New stock certificates will be issued upon surrender of the shareholders’ old
certificates. In connection with the forward split, we were issued the following new CUSIP number: 76303T209. Effective October
30, 2013 our common stock is quoted under the symbol “RCHA.” On
September 6, 2013, we entered into an Employment Agreement with Ben Chang, our Chief Executive Officer, Chief Financial Officer,
President and Secretary. The Employment Agreement provides for a term of two years; annual compensation of $275,000; an amount
equal to 3 months compensation payable upon entering into the Employment Agreement; and options to purchase up to 3,000,000 shares
of post-split common stock at an exercise price of $0.02 per common share, 50% of which are vested on October 1, 2013, and 50%
of which will vest monthly over 24 months of continued employment. The foregoing is only a brief description of the material terms
of the Employment Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder
and such descriptions are qualified in their entirety by reference to the Employment Agreement which is filed as an exhibit to
our Current Report on Form 8-K which was filed with the SEC on September 12, 2013. On
September 6, 2013, we expanded the number of Board of Directors to two (2) members and appointed David Chou, Ph.D., as a director
to fill the vacancy. On
September 6, 2013, we approved the adoption of Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan (the "2013
Plan”). The 2013 Plan is intended to aid us in recruiting and retaining key employees, directors or consultants and to motivate
them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered
by the board of directors. Directors, officers, employees and consultants and our affiliates are eligible to participate under
the 2013 Plan. A total of 60,000,000 shares of post-split common stock was reserved for awards under the 2013 Plan. On September
6, 2013, we approved the grant of 41,000,000 options to purchase post-split common stock to a total of eight directors, officers,
employees and consultants of our Company. The options have an exercise price of $0.02 per post-split common share and are subject
to vesting schedules and other terms as provided in the individual option grants. The foregoing is only a brief description of
the material terms of the 2013 Plan, and does not purport to be a complete description of the rights and obligations of the parties
thereunder and such descriptions are qualified in their entirety by reference to the 2013 which is filed as an exhibit to our
Current Report on Form 8-K which was filed with the SEC on September 12, 2013. On
January 17, 2014, the Company executed a Waiver to Memorandum of Understanding and Asset Assignment Agreement with Imagic, LLC
(“Imagic”) and Richard L. Chang Holding's, LLC (“Holdings LLC”) pursuant to which Imagic and Holdings
LLC agreed to waive and terminate their rights to the reversion of the patent assets under the terms of the above-described Memorandum
of Understanding and Asset Assignment Agreement dated as of July 18, 2013. The foregoing is only a brief description of the material
terms of the waiver agreement, and does not purport to be a complete description of the rights and obligations of the parties
thereunder and such descriptions are qualified in their entirety by reference to the agreement which is filed as an exhibit to
our Current Report on Form 8-K which was filed with the SEC on January 17, 2014. On
July 23, 2014, the Company announced that it had hired San Diego, California based contract research organization (CRO) Therinova
Development, Inc. to file its new drug application (NDA), identify and supervise Phase II clinical trial sites for the use of
RP-323 in Acute Myelocytic Leukemia patients. Therinova is a specialty Contract Research Organization (CRO) that provides comprehensive
product development solutions for the biopharmaceutical industry. On
October 6, 2014, 2014, the Company executed an Assignment Agreement (the “Assignment Agreement”) with Richard L. Chang
Holding's, LLC (“Holdings LLC”) and Imagic LLC (“Imagic LLC”) pursuant to which Holdings LLC and Imagic
LLC exercised the option under the Memorandum of Understanding and Asset Assignment Agreement dated July 26, 2013 to assign any
and all interest it had in the indication, patents and intellectual property related to treatment of Hodgkin’s Lymphoma,
utility patent application number 61998397, entitled COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT
OF HODGKIN’S LYMPHOMA pursuant to the terms of the Assignment Agreement. In connection with the Assignment Agreement,
the Company issued 220,792,028 shares of the Company’s restricted common stock to Imagic LLC in accordance with the terms
and subject to the conditions set forth in the Assignment. Imagic LLC is owned and controlled by Ben Chang. This issuance of shares
was made in reliance on the exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”) contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under
the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon
the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public
offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities
by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the
securities took place directly between the third party and the Company; and (f) the recipient of the securities was an accredited
investor. On
October 6, 2014, the Company approved an amendment to the 2013 Plan to increase the number of authorized shares to 90,004,800,
and approved the grant of 15,500,000 options to purchase Company common stock at an exercise price of $.0191984 per share. On
October 6, 2014, the Company granted Ben Chang 8,000,000 shares of Company common stock and options to purchase up to 3,000,000
shares of Company common stock at an exercise price of $.0191984 per share. In
October 2014, the Company submitted its Investigational New Drug (IND) Application for the next Phase, a multi-center study to
evaluate the safety and efficacy of RP-323 in patients with AML and MDS. Effective
January 12, 2015, the Company approved the re-pricing of all of the 67,253,280 previously granted options under the Company’s
2013 Equity Incentive Plan, which had exercise prices between $0.30 per share and $$.0191984 per share, to $0.0017 per share which
was the closing price of the Company’s common stock on January 9, 2015. All of the other terms of the options remained unchanged. On
February 2, 2015, the Company announced the completion of the GMP clinical batch of RP-323 study drug that was manufactured at
the state-of-the-art Wuxi Apptec Biopharmaceutical’s facility. On
April 6, 2015, the Company’s Board of Directors approved an amendment to the 2013 Plan to increase the number of shares
reserved for awards under the 2013 Plan from 90,004,800 shares to 390,004,800 shares. On
April 6, 2015, the Company’s Board of Directors granted Ben Chang options to purchase 50,000,000 shares of Company common
stock under the Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan, as amended. The options have an exercise price
of $.0008 per share; a term of 5 years; are immediately vested; and may be exercised by cashless exercise. Ben Chang is the Chief
Executive Officer and a director of the Company. Investment
Agreement with LG On June 10, 2015, we entered into an amended
and restated investment agreement with LG Capital Funding, LLC, a New York limited liability company (“LG”). Pursuant
to the terms of the LG Investment Agreement, LG committed to purchase up to the first to occur of $2,000,000 of our common stock
or 625,000,000 shares of our common stock over a period of up to twenty four (24) months. From time to time during the twenty
four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown
Notice”) to LG which states the dollar amount that we intend to sell to LG on a date specified in the drawdown notice (“Drawdown
Amount”). The maximum amount that the Company shall be entitled to drawdown to LG shall be two hundred percent (200%) of
average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so
long as such amount does render the Investor a holder of more than 4.99% of the outstanding Shares of the Company. The purchase
price per share to be paid by LG shall be calculated as a thirty percent (30%) discount to the lesser of: (1) the lowest traded
price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted
or (2) the closing bid price on the day before the Drawdown Notice is submitted. We reserved 625,000,000 shares of our common
stock for issuance under the LG Investment Agreement. The obligations of LG to purchase shares under the LG Investment Agreement
are subject to numerous conditions which may not be met by the Company, and the Company cannot therefore provide any assurances
that the Company will sell any shares of Company common stock to LG under the LG Investment Agreement. In connection with the LG Investment Agreement,
are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering 5625000,000
shares of our common stock underlying the LG Investment Agreement within 21 days after the closing of the transaction. In addition,
we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC and
maintain the effectiveness of such registration statement until termination of the LG Investment Agreement. The
LG Investment Agreement is not transferable and any benefits attached thereto may not be assigned. A
copy of the LG Investment Agreement is attached as an exhibit to this Form S-1 Registration Statement. Overview and Financial Condition Results of Operations Fiscal Year Ended March 31,
2015 Compared to Fiscal Year Ended March 31, 2014 We had no revenues during the periods
ending March 31, 2015 and March 31, 2014. In July 2013, the Company entered the start-up phase of its operations.
Operating expenses for the year
ending March 31, 2015 were $3,606,425 which consisted primarily of professional fees and compensation. Operating expenses for
the year ending March 31, 2014 were $3,004,595 which consisted primarily of $1,869,273 non-cash charges related to issuance of
stock and stock options to officers and consultants and $335,000 in consulting fees. Operating expenses increased significantly
compared to the year ending March 31, 2014 due to an increase of $1,224,319 in professional fees
We had a net loss of $4,133,576
for the year ending March 31, 2015 compares to a net loss of $3,004,937 for the year ending March 31, 2014. The increase in the
net loss was due to higher professional fees and derivate expenses related to convertible debt issuances.
Liquidity
and Capital Resources We have primarily financed our operations
through the sale of convertible notes payable.
As of March 31, 2015, our Company
had cash totaling $15,892, and total and current assets of $23,470. We had total liabilities of $1,743,199 and a working capital
deficit of $(1,635,874). Stockholders’ deficit totaled $(1,718,941) as of March 31, 2015. Net cash used in operating activities was
$1,445,068 for the year ended March 31, 2015, and was $342,832 for the year ended March 31,
2014. The
net cash used by operating activities
was related to increased activities
incurred in ramping up our business operations over the previous period from inception.
Net cash provided by financing activities
was $1,448,573 for the year ended March 31, 2015, and was $400,050 for the year ended March 31, 2014. The net cash provided by
financing activities was mainly attributable to proceeds from the sale and issuance of equity, warrants and convertible notes.
Based on our need to raise additional
funds to implement our business plans for the next twelve months, we have included a discussion concerning the presentation of
our financial statements on a going concern basis in the notes to our financial statements and our independent public accountants
have included a similar discussion in their opinion on our financial statements through March 31, 2015. We will be required to
issue debt or sell our Company’s equity securities in order to raise additional cash, although there are no arrangements
in place for any such financing at this time. We cannot provide any assurances as to whether we will be able to secure the necessary
financing, or the terms of any such financing transaction if one were to occur. The failure to secure such financing could severely
curtail our plans for future growth or in more severe scenarios, the continued operations of our Company. Capital Expenditures Our current plans do not call for
our Company to expend significant amounts for capital expenditures for the foreseeable future beyond relatively insignificant
expenditures for office furniture and information technology related equipment as we add employees to our Company.
Critical Accounting Policies
Involving Management Estimates and Assumptions Our discussion and analysis of our
financial condition and results of operations is based on our consolidated financial statements. The preparation of
the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities and equity and disclosure
of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include those related to the allowance for doubtful accounts; valuation of
inventories; valuation of goodwill, intangible assets and property and equipment; valuation of stock based compensation expense,
the valuation of warrants and conversion features; and other contingencies. On an on-going basis, we evaluate our estimates. We
base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results could differ from those estimates under different assumptions or conditions. The following is a discussion of
certain of the accounting policies that require management to make estimates and assumptions where the impact of those estimates
and assumptions may have a substantial impact on our financial position and results of operations.
Income Taxes: We account for income taxes using
the asset and liability method, which recognizes deferred tax assets and liabilities, determined based on the difference between
the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based
on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. In
addition, FASB guidance requires us to recognize in the consolidated financial statements only those tax positions determined
to be more likely than not of being sustained. Derivative Financial Instruments We do not use derivative instruments
to hedge exposures to cash flow, market or foreign currency risks.
We review the terms of convertible
debt and equity instruments it issues to determine whether there are embedded derivative instruments, including the embedded conversion
option, that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances
where the convertible instrument contains more than one embedded derivative instrument, including the conversion option, that
is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also,
in connection with the sale of convertible debt and equity instruments, we may issue freestanding warrants that may, depending
on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Bifurcated embedded derivatives
are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating
income or expense. When the convertible debt or equity instruments contain embedded derivative instruments that are
to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first
allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then
allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from
their face amount. The discount from the face value
of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through
periodic charges to interest expense, using the effective interest method.
Stock Based Compensation: We measure the cost of employee
services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That
cost is recognized in the Consolidated Statement of Operations over the period during which the employee is required to provide
service in exchange for the award – the requisite service period. No compensation cost is recognized for equity
instruments for which employees do not render the requisite service. The grant-date fair value of employee share options
and similar instruments is estimated using option-pricing models adjusted for the unique characteristics of those instruments. Recent Accounting Pronouncements See “Note 1 – Description
of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in
"Item 8. Financial Statements and Supplementary Data" of Part II of this report. Off-Balance Sheet Arrangements We did not have any off-balance
sheet arrangements as of the year ended March 31, 2014, nor do we have any as of the date of this Annual Report.
Contractual
Obligations We
do not have any contractual obligations. Going
Concern We
have negative working capital and have not yet received revenues from sales of products or services. These factors create substantial
doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary
if we are unable to continue as a going concern. Our
ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining
debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful
in these efforts. Business
Overview The
Company is developing RP-323 (formerly called
PD-616) for the treatment of Acute Myelogenous Leukemia (AML), and to cause elevation of white blood cells (WBC) in patients depleted
of these elements due to various conditions. The
Technology The
priority drug development efforts of the Company are focused on the use of RP-323, a naturally occurring compound that has a number
of properties that are uniquely suited for the treatment of patients with Acute Myelocytic Leukemia (AML). Company scientists
had worked with RP-323 in the laboratory for many years studying its ability to convert cancer cells to normal cells, a process
called differentiation. It was also observed in some instances to cause cancer cell death. These observations were the basis of
the proposal to test RP-323 in relapsed AML patients in China and later in the US and resulted in findings that were sufficiently
encouraging to support further interest in this drug to treat AML. During the course of these preliminary clinical studies RP-323
was found to be extremely potent in causing a marked and favorable increase in white blood cells (WBC) in blood, key elements
in fighting infections. These results were also observed in cancer patients whose WBC were depleted due to the toxic effects of
chemotherapeutic drugs used during the course of their therapy. Clinical
Studies in Acute Myelocytic Leukemia Based
on the known properties of RP-323, it was first administered in a pilot study in China, either alone or in combination with standard
drugs, and caused temporary remission of AML in some patients’ refractory to standard therapy. Several patients recovered
sufficiently with RP-323 treatment to return to their normal occupations, symptom-free. Interest in these findings led to a Phase
I investigator-sponsored trial in 35 patients by a leading oncologist at a leading cancer hospital in New Jersey, the University
of Medicine and Dentistry of New Jersey (UMDNJ). This study determined the maximum tolerated dose of RP-323 and described its
relatively mild side effects. The results of this Phase I trial led to interest by the same investigator to initiate a Phase II
study. The use of RP-323 in treatment of refractory AML is expected to qualify for a “fast track” designation at the
United States Food and Drug Administration (FDA), and the Company expects to apply for “orphan drug” status. An “orphan
drug” is a pharmaceutical agent that has been developed specifically to treat a rare medical condition, the condition itself
being referred to as an orphan disease. The Company’s clinical plans are expected to result in completion of the required
clinical studies in 2016 and provide a basis for market approval for the treatment of AML. The Company estimates the budget for
reaching market approval for the treatment of AML to be $40 million. However, should the Company be able to obtain “orphan
drug” status from the FDA, that timeline could be accelerated to 2015 and budget reduced to $20 million. All plans are subject
to the Company obtaining adequate financing, or partnering with a third party, to fund the cost of the studies. The Company cannot
provide any assurances that it will be able to obtain such financing or partnering arrangement. On July 23, 2014, the Company
announced that it had hired San Diego, California based contract research organization (CRO) Therinova Development, Inc. to file
its new drug application (NDA), identify and supervise Phase II clinical trial sites for the use of RP-323 in Acute Myelocytic
Leukemia patients. Therinova is a specialty Contract Research Organization (CRO) that provides comprehensive product development
solutions for the biopharmaceutical industry. Clinical
Results in Elevation of White Blood Cells Clinical
studies in over 100 cancer patients demonstrated the potent ability of RP-323 to stimulate the production of white blood cells
(WBC) and neutrophils. Both the treatments for various diseases and the disease themselves can result in extremely low numbers
of these elements. Their elevation is essential to prevent post-treatment infections common to these patients. In comparative
studies in animals, RP-323 is significantly more potent than marketed drugs used for this purpose. The effect of RP-323 on the
elevation of these and other blood elements will be measured during treatment of AML. Market
Opportunities AML It
is estimated that 40,000 people in the US have AML and an additional 14,000 are diagnosed annually with a yearly death rate of
over 10,000. Based on this incidence, the potential market for RP-323 for the treatment of AML is approximately $1 to 2 billion
peak sales annually in the US and more than $5 billion worldwide. White
Blood Cell Currently
marketed drugs for elevating key infection-fighting blood elements are used in supportive cancer care, inflammation, nephrology
and bone disease. In 2012, this market exceeded $3 billion. The clinical use of RP-323 for these purposes is expected to have
several key therapeutic advantages over marketed drugs, along with a clean safety profile and observed high efficacy is expected
to result in a 15 to 30 percent market share and peak annual sales of $0.5 to $1 billion. Amgen would be the Company’s largest
competitor in this market. Patent
and Patent Application The
Company has been assigned United States Patent No. 6,063,814, entitled “Phorbol esters as anti-neoplastic and white blood
cell elevating agents,” and utility patent application titled “Compositions and Methods of Use Of Phorbol Esters
For The Treatment of Neoplasms (Acute Myeloid Leukemia).” The patent is intended
to provide the Company with exclusive rights to the use of intravenous RP-323 for therapeutic purposes. The
Company has also been assigned the indication for Hodgkin’s Lymphoma under utility patent application number 61998397, entitled
“COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF HODGKIN’S LYMPHOMA”. Provided
that the Company can obtain additional funding, the Company intends to expand its patents through the addition of indications
for use and adding protection in appropriate countries. Government
Regulations The
research, pre-clinical development, clinical trials, product manufacturing and marketing which may be conducted by the Company
is subject to regulation by the FDA and similar health authorities in foreign countries. The proposed products and technologies
of the Company also may be subject to certain other federal, state and local government regulations, including, without limitation,
the Federal Food, Drug and Cosmetic Act, and their state, local and foreign counterparts. Although there can be no such assurance,
the Company does not believe that compliance with such laws and regulations has, nor is presently expected to have, a material
adverse effect on the business of the Company. However, the Company cannot predict the extent of the adverse effect on its business
or the financial and other cost that might result from any government regulations arising out of future legislative, administrative
or judicial action. Generally,
the steps required before a pharmaceutical or therapeutic biological agent may be marketed in the United States include: (i) pre-clinical
laboratory tests, in vivo pre-clinical studies in animals, toxicity studies and formulation studies; (ii) the submission to the
FDA of an IND application for human clinical testing, that must become effective before human clinical trials commence; (iii)
adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug; (iv) the submission of a
marketing application to the FDA; and (v) FDA approval of the marketing application prior to any commercial sale or shipment of
the drug. Pre-clinical
studies include laboratory evaluation of the product, conducted under Good Laboratory Practice (GLP) regulations, and animal studies
to assess the pharmacological activity and the potential safety and effectiveness of the drug. The results of the pre-clinical
studies are submitted to the FDA in the IND. Unless the FDA objects to an IND, it becomes effective 30 days following submission
and the clinical trial described in the IND may then begin. Every
clinical trial must be conducted under the review and oversight of an institutional review board (IRB) at each institution participating
in the trial. The IRB evaluates, among other things, ethical factors, the safety of human subjects, and the possible liability
of the institution. Clinical
trials are typically conducted in three sequential phases, although the phases may overlap. Phase I represents the initial introduction
of the drug to a small group of healthy subjects to test for safety, dosage tolerance, and the essential characteristics of the
drug. Phase II involves studies in a limited number of patients to test the safety and efficacy of the drug at different dosages.
Phase III trials involve large-scale evaluation of safety and effectiveness, usually (though not necessarily) in comparison with
placebo or an existing treatment. The
results of the pre-clinical and clinical trials are submitted to the FDA as part of an application to market the drug. The marketing
application also includes information pertaining to the chemistry, formulation, manufacture of the drug and each component of
the final product. The FDA review of a marketing application takes from one to two years on average to complete, though reviews
of treatments for cancer and other life-threatening diseases may be accelerated. However, the process may take substantially longer
if the FDA has questions or concerns about a product. Following review, the FDA may ultimately decide that an application does
not satisfy regulatory and statutory criteria for approval. In some cases, the FDA may approve a product but require additional
clinical tests following approval (i.e., Phase IV). In
addition to obtaining FDA approval for each product, each domestic drug manufacturing establishment must be registered with, and
approved by, the FDA. Domestic manufacturing establishments are subject to inspections by the FDA and must comply with Good Manufacturing
Practice ("GMP"). To supply products for use in the United States, foreign manufacturing establishments must comply
with GMP and are subject to periodic inspection by the FDA or by corresponding regulatory agencies in such countries under reciprocal
agreements with the FDA. If
marketing approval of any Company product is granted, the Company must continue to comply with FDA requirements not only for manufacturing,
but also for labeling, advertising, record keeping, and reporting to the FDA of adverse experiences and other information. In
addition, the Company must comply with federal and state health care anti-kickback laws and other health care fraud and abuse
laws that affect the marketing of pharmaceuticals. Failure to comply with applicable laws and regulations could subject the Company
to administrative or judicial enforcement actions, including but not limited to product seizures, injunctions, civil penalties,
criminal prosecution, refusals to approve new products or withdrawal of existing approvals, as well as increased product liability
exposure, any of which could have a material adverse effect on tile company's business, financial condition, or results of operations. For
clinical investigation and marketing outside the United States, the Company also is subject to foreign regulatory requirements
governing human clinical trials and marketing approval for drugs. The requirements governing the conduct of clinical trials, product
licensing, pricing and reimbursement vary widely for European countries both within and outside the European Community ("EU").
Outside the United States, the Company's ability to market a product is contingent upon receiving a marketing authorization from
the appropriate regulatory authority. At present, foreign marketing authorizations are applied for at a national level, although
within the EU certain registration procedures are available to companies wishing to market their products in more than one EU
member state. If the regulatory authority is satisfied that adequate evidence of safety, quality and efficacy has been presented,
a marketing authorization will be granted. The system for obtaining marketing authorizations within the EU registration system
is a dual one in which certain products, such as biotechnology and high technology products and those containing new active substances,
will have access to a central regulatory system that provides registration throughout the entire EU. Other products will be registered
by national authorities in individual EU member states, operating on a principle of mutual recognition. This foreign regulatory
approval process includes, at least, all of the risks associated with FDA approval set forth above. The Company could possibly
have greater difficulty in obtaining any such approvals and also might find it more difficult to protect its intellectual property
abroad. Compliance
with Environmental Laws The
Company's business may be subject to regulation under federal, state, local, and foreign laws regarding environmental protection
and hazardous substance control. The Company believes that its compliance with these laws will have no adverse impact upon its
capital expenditures, earnings or competitive position. Federal, state and foreign agencies and legislative bodies have expressed
interest in the further environmental regulation of the biotechnology industry. The Company is unable to estimate the extent and
impact of such, if any, future federal, state, local legislation or administrative environmental action. Seasonality We
do not expect that our business will experience any seasonality. Our
Employees We
have one full time contracted position and 7 part-time contracted positions as of the date of this Prospectus. Backlog We
do not have any order backlog as of the date of this Prospectus. Available
Information Our
annual and quarterly reports, along with all other reports and amendments filed with or furnished to the SEC are available on
the SEC maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers,
including us, that file electronically with the SEC. The address of that site iswww.sec.gov. In addition
the SEC maintains a Public Reference Room where you can obtain these materials, which is located at 100 F Street, N.E.,
Washington, D.C. 20549. To obtain more information on the operation of the Public Reference Room call the SEC at 1-800-SEC-0330. July
2013 Business Change Prior
to July 18, 2013, the Company was a shell company with no or nominal operations after unsuccessfully pursuing a boiler business.
On July 18, 2013, the Company entered into a Memorandum of Understanding and Asset Assignment Agreement (the “Assignment
Agreement”) with Imagic, LLC (“Imagic”) and Richard L. Chang’s Holdings, LLC to acquire certain assets
including United States Patent No. 6,063,814 entitled “Phorbol esters as anti-neoplastic and white blood cell elevating
agents” and all related intellectual property associated with the patent. On
July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the “Agreement”) with our prior officer and directors, Li Deng Ke and Xiong Chao Jun. Pursuant to the Agreement,
we transferred all assets and business operations associated with our boiler business to Messrs. Ke and Jun. In exchange, Messrs.
Ke and Jun agreed to assume and cancel all liabilities relating to our former business, including shareholder and officer loans
amounting to $24,318. In connection with this Agreement, Messrs. Ke and Jun further sold 1,275,000 shares of their common stock
in our company to Mr. Chang, and Mr. Chang cancelled 1,200,517 of those shares he received and returned them to our treasury. In
connection with the Agreement and Assignment Agreement, Sean Webster resigned in his position as an officer and director with
our company. In his stead, Ben Chang was appointed as our President, Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and Director. Under the direction of our newly appointed officer and director, the Company engaged in its new business
to pursue the development of RP-323 (12–O-tetradecanoylphorbol-13-acetate) for the treatment of Acute Myelogenous Leukemia
(AML) and Stroke (for the treatment of loss of function caused by Stroke.) Legal Proceedings As previously disclosed, the inventor
of the intellectual property which was assigned to the Company in July 2013 by Imagic, LLC and Richard L. Chang’s Holdings,
LLC is presently in declaratory relief litigation with Biosuccess Biotech, Co. LTD. (“Biosuccess”), a company who
was previously assigned licensing rights in the intellectual property. In connection with this litigation, on January 17, 2014,
the Company received notice of a complaint filed by Biosuccess against the Company, Imagic, LLC, Richard L. Chang’s Holdings,
LLC, and Ben Chang (our CEO and a director) in the United States District Court, Central District of California Western Division
(the “District Court”). The Complaint includes allegations of patent and copyright infringement, misappropriation
of trade secrets, breach of fiduciary duty, unfair competition and other causes of actions against the Company, Imagic, LLC, Richard
L. Chang’s Holdings, LLC, and Ben Chang (the “Litigation”). The Complaint seeks relief which includes compensatory
damages, attorneys’ fees and costs, an award of treble damages, and such other relief as the court may deem just and proper.
The trial for the Litigation involving the Company is scheduled for March of 2016. A request for a two and a half month extension,
to June 2016, has been submitted to the courts with no reply as of the date of this filing. The Company believes the allegations
in the complaint are without merit and that it will prevail in the Litigation. However, we have incurred expenses and the diversion
of financial resources and management personnel in responding to the complaint. Additionally, an adverse determination against
us in the Litigation may subject us to significant liabilities or require us to seek licenses that may not be available from third
parties on commercially favorable terms, if at all. Further, an adverse determination against us in the Litigation may require
us to pay substantial financial damages, which can be tripled if the infringement is deemed willful, or be required to discontinue
or significantly delay development, marketing, selling and licensing of the Company’s affected products and intellectual
property rights. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE All
directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected
and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation
or removal from office. Our directors, executive officers and significant employees, their ages, positions held, and duration
as such, are as follows: Ben
Chang was appointed as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and
Director on July 18, 2013. Mr. Chang founded Rich Pharmaceuticals in January 2013. From October 2006 until January 2013, Mr. Chang
served as the Chief Financial Officer and subsequently President and Chief Operating Officer of Biosuccess Biotech Co. LTD., a
biopharmaceutical company based in Los Angeles, California. During his tenure at Biosuccess, his responsibilities included arranging
and leading all corporate and financial operations in North America. Mr. Chang started his life-science career as co-founder of
Sun-Rich Chemicals, a product development and distribution organization for nutraceuticals. Mr. Chang has over 25 years of pharmaceutical
and executive level experience. Mr. Chang also has experience in international banking, venture capital acquisition, finance,
and organizational design and operations. Mr. Chang has a Bachelor of Science Degree in Economics from East Carolina University
where he focused on accounting and international business. Richard A. Salvador PhD
was appointed as a director on August 4, 2015. Mr. Salvador has worked in various capacities as a scientific advisor and independent
consultant to a number of biotechnology companies. He has lead preclinical development, placed and oversaw animal toxicology studies,
advised lawyers on scientific matters including assessment of new technologies as well as been involved in the organization of
new companies, partnering arrangements and financing. Mr. Salvador is a founder, the Chairman and President of AngioGenex Inc.
AngioGenex Inc. is a public company that is pursuing the development of diagnostics and anti-cancer therapeutics based on technology
licensed from Memorial Sloan Kettering Cancer Center in New York City. Since 2013, Mr. Salvador has been the Head of Clinical
Development for the Company. Term
of Office The
Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s
shareholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Delaware Corporations
Code. The Company’s directors hold office after the expiration of his or her term until his or her successor is elected
and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the
Delaware Corporations Code. The Company’s officers are appointed by the Company’s Board of Directors and hold office
until removed by the Board. Committees
of the Board We
do not currently have standing nominating or compensation committees, or committees performing similar functions. Due to the size
of our board, our Board of Directors believes that it is not necessary to have standing nominating or compensation committees
at this time because the functions of such committees are adequately performed by our Board of Directors. We do not have a nominating
or compensation committee charter as we do not currently have such committees. We do not have a policy for electing members to
the board. Our current director is not an independent director as defined in the NASD listing standards. It
is anticipated that in the future as the Company grows that the Board of Directors will be expanded and form separate compensation
and nominating committees, and appoint members to the audit committee, including an audit committee financial expert. Audit
Committee Our
Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors currently performs the services of an
audit committee. Our current director cannot be considered an “audit committee financial expert.” We will need to
attract an individual with the qualification of an audit committee expert to our Audit Committee. At this time, we have not identified
such an individual. Nominations
to the Board of Directors Our
directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates
are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global
business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and
judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the
growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to
their substantial duties and responsibilities to the Company. In carrying out its responsibilities, the Board will consider candidates
suggested by shareholders. If a shareholder wishes to formally place a candidate’s name in nomination, however, he or she
must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the
proposed directors must be sent to the Board of Directors, c/o Rich Pharmaceuticals, Inc., to the address set forth on the
cover page of this Prospectus. Board
Leadership Structure and Role on Risk Oversight Mr.
Chang currently serves as the Company’s principal executive officer and chairman. The Company determined this leadership
structure was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will
continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations
of the Company. Compensation
Committee Interlocks and Insider Participation No
interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other
company, nor has any interlocking relationship existed in the past. Director
Qualifications In
evaluating director nominees, our Company considers the following factors: •
The appropriate size of the Board; •
Our needs with respect to the particular talents and experience of our directors; •
The knowledge, skills and experience of nominees; •
Experience with accounting rules and practices; and •
The nominees’ other commitments. Our
Company’s goal is to assemble a Board of Directors that brings our Company a variety of perspectives and skills derived
from high quality business, professional and personal experience. Other than the foregoing, there are no stated minimum criteria
for director nominees. Specific talents and qualifications that we considered for the members of our Company’s Board of
Directors are as follows: •
Mr. Chang has over 25 years of pharmaceutical and executive level experience. Mr. Chang also has experience in international banking,
venture capital acquisition, finance, and organizational design and operations. •
Mr. Salvador has substantial experience in both biotech and public companies. Family
Relationships None. Code
of Ethics Effective
as of July 1, 2014, our board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons,
our president or chief executive officer as well as the individuals performing the functions of our chief financial officer, corporate
secretary and controller. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote: •
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships; • full,
fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities
and Exchange Commission and in other public communications made by us; • the
prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified
in the Code of Business Conduct and Ethics; and • accountability
for adherence to the Code of Business Conduct and Ethics. Our
Code of Business Conduct and Ethics requires, among other things, that all of our personnel be afforded full access to our president
or chief executive officer with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further,
all of our personnel are to be afforded full access to our board of directors if any such matter involves an alleged breach of
the Code of Business Conduct and Ethics by our president or chief executive officer. In
addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors,
have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles,
and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting
manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate
supervisor or to our president or chief executive officer. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by our president or chief executive officer, the incident must be reported to any member of our board of directors
or use of a confidential and anonymous hotline phone number. Any failure to report such inappropriate or irregular conduct of
others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual
who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another. Our Code
of Business Conduct and Ethics is available, free of charge, to any stockholder upon written request to our Corporate Secretary
at Rich Pharmaceuticals, Inc., at the address on the cover page of this Prospectus. A copy of our Code of Business Conduct and
Ethics is incorporated herein by reference as Exhibit 14.1 to the annual report on Form 10-K filed with the SEC on July 15, 2014. Involvement
in Certain Legal Proceedings To
the best of our knowledge, none of our current directors or executive officers has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten
years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement. Except as set forth in our discussion below in "Transactions with Related
Persons; Promoters and Certain Control Persons; Director Independence," none of our current directors, director nominees
or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or
associates which are required to be disclosed pursuant to the rules and regulations of the SEC. The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named
persons for services rendered in all capacities during the noted periods. No other executive officers received total annual compensation
in excess of $100,000. Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive
Plan Compensation ($) Nonqualified Deferred Compensation Earnings
($) All
Other Compensation ($) Total ($) 2014 2013 229,167 — — — 48,535 — 277,702 — (1) The
Employment Agreement provides for a term of two (2) years; annual base compensation of $275,000, an initial bonus of $68,750;
and a grant of 3,000,240 stock options under the Company’s 2013 Plan. The Company paid a salary to Mr. Chang of $229,167
which includes wages received of $99,450 and wages accrued of $129,717 and was recorded under other current liabilities as of
March 31, 2014. Employment
Agreement with Executive Officer Effective
September 6, 2013, the Company entered into an Employment Agreement with Mr. Chang, its Chief Executive Officer, Chief Financial
Officer, President and Secretary. The Employment Agreement provides for a term of two (2) years; annual base compensation of $275,000;
the issuance of 3,000,240 options to purchase shares of Company common stock; and an initial bonus of $68,750. The foregoing is
only a brief description of the material terms of the Employment Agreement, and does not purport to be a complete description
of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to
the agreement which is filed as an exhibit to the Company’s Current Report on Form 8K filed with the SEC on September 12,
2013. Grants
of Stock Awards During
the fiscal year ending March 31, 2014, Ben Chang, our Chief Executive Officer, was awarded options to purchase up to 3,000,240
shares of our Common Stock under our 2013 Plan. The options vested 50% on grant and 50% monthly over the 24 month term of his
employment agreement and provide for a right of cashless exercise. The exercise price of the options are $.0191984 per share. During
the fiscal year ending March 31, 2013, there were no grants of plan-based awards to our named executive officers. Option
Exercises and Stock Vested During
the fiscal years ending March 31, 2014 and 2013, there were no option exercises or vesting of stock awards to our named executive
officers. Outstanding
Equity Awards at Fiscal Year End At
March 31, 2014, Ben Chang had 3,000,240 options issued under the 2013 Plan, and David Chou had 4,000,320 options issued under
the 2013 Plan. Compensation
of Directors During
the fiscal year ending March 31, 2014, David Chou received options to purchase up to 4,000,320 shares of common stock under the
2013 Plan as compensation for his services as a director. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of June
9, 2015, information with respect to the securities holdings of (i) our officers and directors, and (ii) all persons (currently
none) which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial
owner of more than five percent (5%) of the class of stock. The securities "beneficially owned" by an individual are
determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under
the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an
individual and any other relative who resides in the same home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise
of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities. This table has been prepared
based on the number of shares of common stock outstanding totaling 2,265,513,376, and the number of shares of preferred stock
outstanding totaling 6,000,000, adjusted individually to include all warrants held by such individual which are exercisable within
60 days of June 9, 2015 as shown below. Name
and Address of Beneficial Owner(1 ) Amount
and Nature of
Beneficial Ownership of Common Stock Percent
of Common Stock(2) Amount
and Nature
of Beneficial Ownership
of Preferred Stock Percent
of Preferred Stock(2) *
Less than 1 percent. (1) Unless otherwise
noted, the address is c/o Rich Pharmaceuticals, Inc., 9595 Wilshire Blvd, Suite 900, Beverly Hills, California 90212. (2) Percentage of class
beneficially owned is calculated by dividing the amount and nature of beneficial ownership (which includes all options issued
to the beneficial owners which are exercisable within 60 days of June 9, 2015) by 2,221,763,965, the total shares of common stock
outstanding as of June 9, 2015 and 53,246,600 options exercisable within 60 days of June 9, 2015. (3) Includes options
to purchase up to 53,246,000 shares of common stock issued under the 2013 Plan which
are exercisable within 60 days after June 9, 2015. Also includes the 275,132,685 shares of common stock held by Imagic, LLC which
Mr. Chang is deemed to beneficially own. (4) The Preferred
Stock has 100 to 1 voting rights over shares of common stock. (5) Ben Chang is the
sole manager and member of Imagic, LLC and has sole investment and voting control of the shares of Company common stock held by
Imagic, LLC. He is therefore deemed to be the beneficial owner of such shares. (6) Mr. Chou
resigned as a director on August 4, 2015. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS Transactions
with Related Persons The
following includes a summary of any transaction occurring since April 1, 2012, or any proposed transaction, in which any related
person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation"
above). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions
described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length
transactions. On
July 19, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the
“Agreement”) with our prior officer and directors, Li Deng Ke and Xiong Chao Jun. Pursuant to the Agreement, we transferred
all assets and business operations associated with our boiler business to Messrs. Ke and Jun. In exchange, Messrs. Ke and Jun
agreed to assume and cancel all liabilities relating to our former business, including shareholder and officer loans amounting
to $24,318. Messrs. Ke and Jun further sold 1,275,000 shares of their common stock in our company to Mr. Chang, and Mr. Chang
cancelled 1,200,517 of those shares he received and returned them to our treasury. On
July 16, 2013, the Company entered into a Memorandum of Understanding and Asset Assignment Agreement (the “Assignment Agreement”)
with Imagic, LLC (“Imagic”) and Richard L. Chang’s Holdings, LLC (“Holdings LLC”) to acquire certain
assets including United States Patent No. 6,063,814 entitled “Phorbol esters as anti-neoplastic and white blood cell elevating
agents” and all related intellectual property associated with the patent. In consideration for the acquired assets, the
Company agreed to issue Imagic 198,625 shares of our common stock and to issue Ben Chang 6,000,000 shares of Series A Preferred
Stock with super voting rights. Imagic is owned and controlled by Ben Chang, and Holdings LLC is owned and controlled by Ben Chang’s
father, Richard L. Chang. The Assignment Agreement also provided that the Company agreed to use its best efforts to complete a
financing resulting in proceeds of at least US$2,000,000, and if the Company was unable to raise $400,000 according to the terms
of the Assignment Agreement, the assets could revert back to Imagic and Holdings LLC. On January 17, 2014, the Company executed
a Waiver to Memorandum of Understanding and Asset Assignment Agreement with Imagic and Holdings LLC pursuant to which Imagic and
Holdings LLC agreed to waive and terminate their rights to the reversion of the patent assets under the terms of the Assignment
Agreement. As part of the Assignment Agreement, Imagic and Holdings LLC have the option at any time after November 1, 2013 and
before November 1, 2014, to assign to us any and all interest these companies have in the indication, patents and intellectual
property related to Hodgkin’s Lymphoma in consideration for us issuing to Ben Chang: (i) 476,820 restricted shares of our
common stock; and (i) 1.0408 restricted shares of our common stock for each one share of our restricted common stock issued by
us prior to the date which we receive notice of intent to exercise the option, adjusted for any stock split we happen to undertake. As
of March 31, 2014, the Company received loans with a total balance of $11,000 from Imagic, LLC and $25,000 from Rich BioScience,
both of which entities are controlled by Ben Chang, our Chief Executive Officer. On
October 6, 2014, 2014, the Company executed an Assignment Agreement (the “Assignment Agreement”) with Richard L. Chang
Holding's, LLC (“Holdings LLC”) and Imagic LLC (“Imagic LLC”) pursuant to which Holdings LLC and Imagic
LLC exercised the option under the Memorandum of Understanding and Asset Assignment Agreement dated July 26, 2013 to assign any
and all interest it had in the indication, patents and intellectual property related to treatment of Hodgkin’s Lymphoma,
utility patent application number 61998397, entitled COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT
OF HODGKIN’S LYMPHOMA pursuant to the terms of the Assignment Agreement. In connection with the Assignment Agreement,
the Company issued 220,792,028 shares of the Company’s restricted common stock to Imagic LLC in accordance with the terms
and subject to the conditions set forth in the Assignment. Imagic LLC is owned and controlled by Ben Chang. This issuance of shares
was made in reliance on the exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”) contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under
the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon
the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public
offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities
by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the
securities took place directly between the third party and the Company; and (f) the recipient of the securities was an accredited
investor. Review,
approval or ratification of transactions with related persons We
do not have any other special committee, policy or procedure related to the review, approval or ratification of related party
transactions. Promoters
and Control Persons Mr.
Chang as an the sole officer, a director and beneficial owner of 17% of the outstanding common stock and 100% of the preferred
stock would be considered a control person of the Company. Director
Independence The
Board has determined that neither of our directors is independent as the term "independent" is defined by the rules
of NASDAQ Rule 5605. We
are registering for resale shares of our common stock that are issued and outstanding held by the selling stockholder identified
below. We are registering the shares to permit the selling stockholder to resell the shares when and as it deems appropriate in
the manner described in the “Plan of Distribution.” As of June 9, 2015, there are 2,265,513,376 shares of common stock
issued and outstanding. The
following table sets forth: The
selling stockholder has never served as our officer or director or any of its predecessors or affiliates within the last three
years, nor has the selling stockholder had a material relationship with us. The selling stockholder is neither a broker-dealer
nor an affiliate of a broker-dealer. The selling stockholder did not have any agreement or understanding, directly or indirectly,
to distribute any of the shares being registered at the time of purchase. The
selling stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the selling stockholder
will sell all of the shares offered for sale. The selling stockholder is under no obligation, however, to sell any shares pursuant
to this Prospectus. On June 10, 2015, we entered into an amended
and restated investment agreement with LG Capital Funding, LLC, a New York limited liability company (“LG”). Pursuant
to the terms of the LG Investment Agreement, LG committed to purchase up to the first to occur of $2,000,000 or 625,000,000 shares
of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) month period
commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”)
to LG which states the dollar amount that we intend to sell to LG on a date specified in the drawdown notice (“Drawdown
Amount”). The maximum amount that the Company shall be entitled to drawdown to LG shall be two hundred percent (200%) of
average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so
long as such amount does render the Investor a holder of more than 4.99% of the outstanding Shares of the Company. The purchase
price per share to be paid by LG shall be calculated as a thirty percent (30%) discount to the lesser of: (1) the lowest traded
price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted
or (2) the closing bid price on the day before the Drawdown Notice is submitted. We reserved 625,000,000 shares of our common
stock for issuance under the LG Investment Agreement. In connection with the LG Investment Agreement,
we also entered into a registration rights agreement with LG, pursuant to which we are obligated to file a registration statement
with the Securities and Exchange Commission (the “SEC”) covering 625,000,000 shares of our common stock underlying
the LG Investment Agreement within 21 days after the closing of the transaction. In addition, we are obligated to use all commercially
reasonable efforts to have the registration statement declared effective by the SEC and maintain the effectiveness of such registration
statement until termination of the LG Investment Agreement. At an assumed purchase price of $0.00021 (equal
to 70% of the closing price of our common stock of $0.0003 on June 9, 2015), we will be able to receive up to $131,250 in gross
proceeds, assuming the sale of the entire 625,000,000 shares being registered hereunder pursuant to the LG Investment Agreement. The
selling stockholder may, from time to time, sell any or all of its shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling
stockholder may use any one or more of the following methods when selling shares: The
selling stockholder may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents
for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions
from the selling stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market
makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that
a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at
a price per share which may be below the then market price. The selling stockholder cannot assure that all or any of the shares
offered in this prospectus will be issued to, or sold by, the selling stockholder. The selling stockholder and any brokers, dealers
or agents, upon effecting the sale of any of the shares offered in this prospectus, are “underwriters” as that term
is defined under the Securities Act, or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Pursuant
to the LG Investment Agreement, the Company may enter into an agreement with a registered broker-dealer to act as a placement
agent. The Company has no intention to engage a placement agent in connection with this registration statement, and has not had
any discussions with any broker-dealers. Additionally, LG does not have the right to require the Company to engage a placement
agent, or pick the broker-dealer to act as placement agent. Furthermore, the engagement of a placement agent does not impact LG’s
obligation to provide the Company cash funds in connection with the delivery of a put notice. Discounts,
concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling
stockholder. The selling stockholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares if liabilities are imposed on that person under the Securities Act. Notwithstanding the foregoing,
if the Company decides to engage a placement agent in connection with this registration statement, then the Company shall be obligated
to pay the fees connected to the placement agent. This may result in the Company receiving less than the expected total proceeds. LG
intends to sell/distribute the shares of common stock that they acquire from the Company in the open market. The
selling stockholder shall acquire the securities offered hereby in the ordinary course of business and has advised us that it
has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale
of its shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of
shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this
prospectus. If
the selling stockholder uses this Prospectus for any sale of the shares of common stock, it will be subject to the prospectus
delivery requirements of the Securities Act. As
described in more detail below under “Item 15. Recent Sales of Unregistered Securities”, the Company has also entered
into convertible promissory notes with the selling stockholder. Regulation
M The
anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling
stockholder. During
such time as it may be engaged in a distribution of any of the shares we are registering by this registration statement, LG is
required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers
and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce
any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.
Regulation M defines a "distribution" as an offering of securities that is distinguished from ordinary trading activities
by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a
"distribution participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed
to participate or who is participating in a distribution. Regulation
M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for
an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.
Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution
of the security. We have informed LG that the anti-manipulation provisions of Regulation M may apply to the sales of their shares
offered by this prospectus, and we have also advised LG of the requirements for delivery of this prospectus in connection with
any sales of the common stock offered by this prospectus. Pursuant
to the LG Investment Agreement, LG shall not sell stock short, either directly or indirectly through its affiliates, principals
or advisors, our common stock during the term of the agreement. DESCRIPTION
OF SECURITIES TO BE REGISTERED Authorized
Capital Stock We
are authorized to issue 37,503,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock,
$0.001 par value per share. Common
Stock As
of June 9, 2015, 2,265,513,376 shares of common stock are issued and outstanding. The
holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board
of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon
liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription
or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to
one non-cumulative vote per share on all matters on which shareholders may vote. All
shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws
and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of
our securities. All material terms of our common stock have been addressed in this section. Holders
of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding
shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event,
the holders of the remaining shares will not be able to elect any of our directors. Preferred
Stock Our
Board of Directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred
stock in one or more series, and to fix the designations, powers, preferences and relative, participating, optional and other
special rights, if any, of each such class or series and the qualifications, limitations and restrictions thereof, including dividend
rights, conversion rights, voting rights, sinking-fund provisions, terms of redemption, liquidation preferences, preemption rights,
and the number of shares constituting any series or the designation of such series, without any further vote or action by the
stockholders. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and could
have the effect of delaying, deferring or preventing a change in control of us. Series
A Preferred Stock On
July 18, 2013, the Company designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares
of Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share
and votes with common shares as a single class. Dividends We
have never declared or paid any cash dividends on shares of our capital stock. We currently intend to retain earnings, if any,
to fund the development and growth of our business and do not anticipate paying cash dividends in the foreseeable future. Our
payment of any future dividends will be at the discretion of our board of directors after taking into account various factors,
including our financial condition, operating results, cash needs and growth plans. The validity of the common stock offered by
this prospectus will be passed upon for us by The Doney Law Firm. The
consolidated financial statements of our company included in this prospectus and in the registration statement have been audited
by Silberstein Ungar, PLLC and KLJ & Associated, LLP, independent registered public accounting firms, to the extent and for
the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance
on such report, given the authority of said firm as an expert in auditing and accounting. INTERESTS
OF NAMED EXPERTS AND COUNSEL No
expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering
of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with
the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee. WHERE
YOU CAN FIND MORE INFORMATION We
filed with the Securities and Exchange Commission a registration statement under the Securities Act for the common stock in this
offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule
that were filed with the registration statement. For further information with respect to us and our common stock, we refer you
to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained
in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement
are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration
statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement
may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street,
N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and
Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be
obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains
a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically
with the SEC. The address of the website is www.sec.gov. We
file periodic reports under the Exchange Act, including annual, quarterly and special reports, and other information with the
Securities and Exchange Commission. These periodic reports and other information are available for inspection and copying at the
regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above. RICH
PHARMACEUTICALS, INC. CONDENSED
BALANCE SHEETS (UNAUDITED) See
accompanying notes to financial statements. RICH
PHARMACEUTICALS, INC. CONDENSED
STATEMENTS OF OPERATIONS (UNAUDITED) See
accompanying notes to financial statements. RICH
PHARMACEUTICALS, INC. CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED) See
accompanying notes to financial statements. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature
of Business On
August 9, 2010 the Company was incorporated as Nepia Inc. in the State of Nevada. From August 9, 2010 to July 18, 2013, the Company
was in the business of developing, manufacturing, and selling small boilers aimed at farmers primarily in Southeast Asia. Beginning
on July 19, 2013, the Company acquired bio-pharmaceutical intellectual property for the treatment of acute myeloid leukemia (AML)
and is entering into phase II human studies. The goal is to perfect this indication for marketing purposes for distribution
world-wide. On August 26, 2013, as a consequence of our new business direction, the Company changed its name to Rich Pharmaceuticals,
Inc. (“Rich” or “the Company”). On
July 18, 2013, the Company designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares
of Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share
and votes with common shares as a single class. On
July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC
and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white
blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the
intellectual property the Company issued 82,767,038 common shares, and 6,000,000 Series “A” Preferred shares. The
common and preferred shares were valued at $123,973. The Company further agreed to use its best efforts to complete a financing
resulting in proceeds of at least $2,000,000. If the Company was unable to raise $400,000 according to the terms of the Assignment
Agreement, the patent reverts back to Imagic, LLC and its principals. On January 17, 2014, the right of reversion was terminated
in exchange for a payment of $20,000. On
July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred
all assets and business operations associated with our boiler business in exchange for assumption of all obligations associated
with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in
capital. In consequence to the Sale Agreement two former officers sold 531,292,500 common shares held by them to our new officer/director.
In turn, our new officer/director agreed to cancel 500,255,434 of those shares he received and returned them to treasury for retirement.
Certain other shareholders also agreed to cancel 262,521,000 common shares. On
September 5, 2013, the Company increased the authorized common shares, par value $0.001, from 90,000,000 shares to 37,503,000,000
shares. Correspondingly, the Company affirmed a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common
shares for each share held. All share and per share date included in these financial statements has been retrospectively adjusted
to account for the stock split. Cash
and Cash Equivalents The
Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At June 30, 2015
and March 31, 2015 the Company had $90 and $15,892, respectively, of unrestricted cash. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis
of Presentation The
financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted
accounting principles in the United States of America and are presented in U.S. dollars. The Company has adopted a March 31 fiscal
year end. Certain
information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with
a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March
31, 2015, as filed with the U.S. Securities and Exchange Commission. Property
and Equipment Property
and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the related
assets. The useful lives of the assets are as follows: Computer equipment, 3 years. Long-Lived
and Intangible Assets The
Company accounts for long-lived and intangible assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment
or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.
The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result
from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
As of March 31, 2014, the Company fully impaired their intangible assets to $0. During the year ended March 31, 2015, the Company
acquired another intangible asset from a related party and valued it at the cost of the intangible to the related party totaling
$82,120. As of March 31, 2015, the Company fully impaired their intangible assets to $0. Fair
Value of Financial Instruments The
Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses,
amounts due to related parties, stock deposits, and a convertible note payable. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise
disclosed in these financial statements. Fair
value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs
used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing
the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs
are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or
liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level
1 – Observable inputs such as quoted prices in active markets; Level
2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; Level
3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own
assumptions. The
Company did not have any level 1 or level 3 financial instruments at June 30, 2015 and 2014. As of June 30, 2015, the derivative
liabilities were considered a level 2 item; see Note 8. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
1 – SUMMARY OF SIGNIFICNT ACCOUNTING POLICIES (CONTINUED) Use
of Estimates The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates. Income
Taxes Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized. Revenue
Recognition The
Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured. Stock-Based
Compensation Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. On September 6, 2013, the Company approved the adoption
of Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan (the "2013 Plan”). The 2013 Plan is intended to
aid in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the
granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors,
officers, employees and consultants and our affiliates are eligible to participate under the 2013 Plan. A total of 390,004,800
common shares have been reserved for awards under the 2013 Plan. During the year ended March 31, 2015, the Company granted 19,750,000
stock options to officers, directors, employees and consultants. During the period ended June 30, 2015, the Company granted 204,000,250
stock options to officers, directors, employees and consultants. On January 12, 2015, the Company modified the exercise price
on all 67,253,280 outstanding stock options to $0.0017. However, on April 6, 2015, the Company again modified the exercise price
on all outstanding stock options to $0.0008 per share. Basic
Loss Per Share The
basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the
weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the
Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as
of the first of the year for any potentially dilutive debt or equity. Recent
Accounting Pronouncements The
Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on the
Company’s results of operations, financial position or cash flow. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
2 – PROPERTY AND EQUIPMENT Property
and equipment, recorded at cost, consisted of the following as of June 30, 2015 and March 31, 2015: The
useful life of the computer equipment is 3 years. Depreciation
expense was $118 and $473 for the periods ended June 30, 2015 and March 31, 2015, respectively. NOTE
3 – INTANGIBLE ASSETS On
July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC
and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white
blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the
intellectual property the Company issued 82,767,038 common shares and 6,000,000 Series “A” Preferred Stock. These
shares were valued at a total of $123,973. The Company has also paid additional funds to third parties to further the development
of this asset and terminate the right of reversion totaling $45,000. The Company analyzed the assets at March 31, 2014 and determined
that the value could not be supported and impaired the assets to $0. On
October 6, 2014, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic,
LLC and its principals to acquire certain assets including a US Patent entitled “Compositions and methods of use of Phorbol
Esters for the treatment of Hodgkin’s Lymphoma”, and all related intellectual property, inventions and trade secrets,
data and clinical study results. In consideration for the intellectual property the Company issued 220,792,028 common shares.
These shares were valued at a total of $7,904,355; however, since the asset was acquired from a related party the Company valued
the asset at the cost of the asset to the related party, $82,120, and treated the excess value as a deemed dividend reducing additional
paid in capital. The Company analyzed the assets at March 31, 2015 and determined that the value could not be supported and impaired
the assets to $0. NOTE
4 – ACCRUED EXPENSES Accrued
expenses consisted of the following as of June 30, 2015 and March 31, 2015: RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
5 – RELATED PARTY DEBT AND TRANSACTIONS On
July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred
all assets and business operations associated with its boiler business in exchange for assumption of all obligations associated
with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in
capital. During
the year ended March 31, 2015 and 2014, the Company received loans from companies controlled by its new CEO or shareholders totaling
$5,000 and $36,000, respectively. The loans are unsecured, non-interest bearing with no specific terms of repayment. The Company
repaid all $41,000 of the loans during the year ended March 31, 2015. Also
during the year ended March 31, 2015, the Company received a $6,000 loan from a shareholder. The loan is unsecured and bears 8%
interest. The total due was $6,000 as of June 30, 2015. Interest accrued on the 2015 note as of June 30, 2015 was $141. On
September 6, 2013, the Company entered into an Employment Agreement with our Chief Executive Officer, Chief Financial Officer,
President and Secretary. The Employment Agreement provides for a term of two years; annual compensation of $275,000, a signing
bonus of $68,750, and options to purchase up to 3,000,240 shares of common stock at an exercise price of $0.02 per share. The
CEO earned $68,751 and $75,711 for the three months ended June 30, 2015 and 2014 (respectively) as a result of this agreement,
of which, $192,113 and $154,062 is included in accrued expenses, as of June 30, 2015 and March 31, 2015. NOTE
6 – STOCK DEPOSITS The
Company received deposits for future stock purchases during the year ended March 31, 2014 totaling $147,050. The Company signed
subscription agreements with four investors on June 16, 2014 to grant 1,469,000 shares of common stock in exchange for the deposits.
The remaining balance as of March 31, 2015 is $0. NOTE
7 - CONVERTIBLE NOTES PAYABLE On
March 11, 2014, the Company issued a convertible promissory note in the amount of $37,500. The note is due on December 13, 2014
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015, the note holder converted
$37,500 of principal and $1,500 of interest into 2,159,271 shares of common stock leaving a remaining balance of $0. Accrued
interest was $0 as of March 31, 2015. On
April 8, 2014, the Company issued a convertible note payable in the amount of $53,000. The note bears 8% interest and is due on
January 14, 2015. The loan becomes convertible 180 days after the date of the note. The
loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied
by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading
day period ending on the latest complete trading day prior to the conversion date. During the
year ended March 31, 2015, the note holder converted $53,000 of principal and $2,120 of interest into 6,089,041 shares of common
stock leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
7 - CONVERTIBLE NOTES PAYABLE (CONTINUED) On
May 21, 2014, the Company issued a convertible note payable in the amount of $42,500. The note bears 8% interest and is due on
February 23, 2015. The note is currently in default. The loan becomes convertible 180 days
after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the
year ended March 31, 2015, the note holder converted $42,500 of principal and $1,700 of interest into 15,252,347 shares of common
stock leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. On
August 14, 2014, the Company issued a convertible note payable in the amount of $66,780 including an original issue discount of
$3,380. The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible
180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s
common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for
the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
During the year ended March 31, 2015, the note holder converted $66,780 of principal and $2,850 of interest into 121,442,490 shares
of common stock leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. On
August 14, 2014, the Company issued a convertible note payable in the amount of $58,300 including an original issue discount of
$3,300. The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible
180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s
common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for
the common stock during the twenty-two (22) trading day period ending on the latest complete trading day prior to the conversion
date. During the year ended March 31, 2015, the note holder converted $58,300 of principal and $2,527 of interest into 131,091,236
shares of common stock leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. On
August 13, 2014, the Company issued a convertible note payable in the amount of $61,111 including an original issue discount of
$5,500. The note has a one-time 12% interest charge and is due on August 14, 2016. The loan becomes convertible 180 days after
the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock
at a rate of 60% multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20)
trading day period ending on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015,
the note holder converted $61,111 of principal and $6,266 of interest into 140,370,000 shares of common stock leaving a remaining
balance of $0. Accrued interest was $1,067 as of June 30, 2015. On
August 19, 2014, the Company issued a convertible note payable in the amount of $57,895 including an original issue discount of
$2,895. The note bears 12% interest and is due on August 19, 2016. The loan becomes convertible immediately upon the date of the
note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60%
multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20) trading day period
ending on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015, the note holder
converted $57,895 of principal and $14,035 of interest (including a $10,000 penalty) into 179,825,000 shares of common stock leaving
a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
7 – CONVERTIBLE NOTE PAYABLE (CONTINUED) On
September 18, 2014, the Company issued a convertible note payable in the amount of $64,500 including an original issue discount
of $5,500. The note bears a one-time 12% interest charge and is due on September 18, 2015.
The loan becomes convertible immediately upon the date of the note. The loan and any accrued interest can then be converted into
shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the average of the lowest
three (3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading
day prior to the conversion date. However, if the market price during the 20 day trading period (mentioned above) is below $0.03,
then the conversion factor will be reduced to 55%. During the year ended March 31, 2015, the note holder converted $10,000 of
principal into 18,181,818 shares of common stock leaving a remaining balance of $54,500. During the period ending June 30, 2015
the note holder converted $54,500 in principal and $8,240 in accrued interest into 187,959,744 shares of common stock leaving
a remaining balance of $0. Accrued interest was $0 as of June 30, 2015. On
September 23, 2014, the Company issued a convertible note payable in the amount of $55,000. The note bears 8% interest and is
due on June 23, 2015. The loan becomes convertible 180 days after the date of the note.
The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied
by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty-five (25)
trading day period ending on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015,
the note holder converted $25,200 of the principle into 70,000,000 common shares leaving a remaining balance of $29,800.
During the period ending June 30, 2015 the note holder converted $29,800 in principal and
$2,158 in accrued interest into 86,467,222 shares of common stock leaving a remaining balance of $0. Accrued interest was $0 as
of June 30, 2015. On
October 6, 2014, the Company issued a convertible promissory note in the amount of $33,000. The note is due on July 6, 2015 and
bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest
can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is
the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest
complete trading day prior to the conversion date. During the period ending June 30, 2015 the note holder converted $33,000 in
principal and $1,320 in accrued interest into 78,000,000 shares of common stock leaving a remaining balance of $0. Accrued interest
was $0 as of June 30, 2015. On
November 6, 2014, the Company issued a convertible promissory note in the amount of $55,000. The note is due on May 6, 2015 and
bears interest at 12% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest
can then be converted into shares of the Company’s common stock at a rate of 52.5% multiplied by lowest daily market price,
for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion
date. During the period ending June 30, 2015 the note holder converted $55,000 in principal and
$3,553 in accrued interest into 281,363,421 shares of common stock leaving a remaining balance of $0. Accrued interest was $0
as of June 30, 2015. On
November 25, 2014, the Company issued a convertible promissory note in the amount of $43,000. The note is due on August 28, 2015
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. During the period ending June 30, 2015 the note holder converted
$35,980 in principal into 281,363,421 shares of common stock leaving a remaining balance of $7,020. Accrued interest was $1,968
as of June 30, 2015. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
7 – CONVERTIBLE NOTE PAYABLE (CONTINUED) On
December 16, 2014, the Company issued a convertible note payable in the amount of $33,333 including an original issue discount
of $3,333. The note bears a one-time 12% interest charge and is due on December 16, 2016.
The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into
shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest trading prices
for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion
date. During the period ending June 30, 2015 the note holder converted $21,852 in principal into 246,700,000 shares of common
stock leaving a remaining balance of $11,481. Accrued interest was $4,914 as of June 30, 2015. This loan has an unamortized
original issue discount of $2,438 as of the end of the period. On
January 9, 2015, the Company issued a convertible promissory note in the amount of $33,000. The note is due on October 13, 2015
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. Interest
accrued on this note for the period ended June 30, 2015 is $1,244. On
February 5, 2015, the Company issued a convertible promissory note in the amount of $54,000. The note is due on November 9, 2015
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. Interest
accrued on this note for the period ended June 30, 2015 is $1,716. On
February 17, 2015, the Company issued a convertible note payable in the amount of $66,780 including an original issue discount
of $6,780. The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible
180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s
common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for
the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
During the period ending June 30, 2015 the note holder converted $18,294 in principal and $755 in accrued interest into 331,318,989
shares of common stock leaving a remaining balance of $34,500. Accrued interest was $1,006 as of June 30, 2015. This loan
has an unamortized original issue discount of $945 as of the end of the period. On
February 25, 2015, the Company issued a convertible note payable in the amount of $27,778 including an original issue discount
of $2,778. The note bears a one-time 12% interest charge and is due on February 25, 2017.
The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into
shares of the Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest trading prices
for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion
date. Interest accrued on this note for the period ended June 30, 2015 is $4,165. This loan has an unamortized original
issue discount of $2,302 as of the end of the period. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
7 – CONVERTIBLE NOTE PAYABLE (CONTINUED) On
March 9, 2015, the Company issued a convertible note payable in the amount of $55,000. The note bears 8% interest and is due on
December 9, 2015. The loan becomes convertible 180 days after the date of the note. The
loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied
by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty-five (25)
trading day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note
for the period ended June 30, 2015 is $1,362. On
March 26, 2015, the Company issued a convertible note payable in the amount of $29,680 including an original issue discount of
$1,680. The note bears 8% interest and is due on March 23, 2016. The loan becomes convertible
180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s
common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for
the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
Interest accrued on this note for the period ended June 30, 2015 is $624. This loan has an unamortized original issue discount
of $1,242 as of the end of the period. On
March 2, 2015, the Company issued a convertible note payable in the amount of $58,300 including an original issue discount of
$3,300. The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible
immediately at the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s
common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for
the common stock during the twenty-two (22) trading day period ending on the latest complete trading day prior to the conversion
date. On March 2, 2015 the note holder converted $56,402 of the principle into 121,555,062 common shares leaving a remaining balance
of $1,898. During the period ending June 30, 2015 the note holder converted $1,898 in principal and $20 in accrued interest into
5,300,000 shares of common stock leaving a remaining balance of $0. Accrued interest was $0 as of June 30, 2015.
On
May 5, 2015, the Company issued a convertible note payable in the amount of $68,900 including an original issue discount of $3,900.
The note bears 8% interest and is due on May 5, 2016. The loan becomes convertible 180 days
after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 42% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Interest
accrued on this note for the period ended June 30, 2015 is $846. This loan has an unamortized original issue discount of $3,250
as of the end of the period. On
May 6, 2015, the Company issued a convertible note payable in the amount of $10,500. The note bears 8% interest and is due on
February 8, 2016. The loan becomes convertible 180 days after the date of the note. The
loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied
by the market price, which is the average of the lowest three (3) trading prices for the common stock during the thirty (30) trading
day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the
period ended June 30, 2015 is $127. On
May 27, 2015, the Company issued a convertible note payable in the amount of $16,500. The note bears 8% interest rate and is due
on May 28, 2016. The loan becomes convertible on May 27, 2015, the issue date of the note.
The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 65% multiplied
by the market price, which is the average of the lowest three (3) trading prices for the common stock during the twelve (12) trading
day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the
period ended June 30, 2015 is $123. This loan has an unamortized original issue discount of $1,354 as of the end of the period.
NOTE
8 – DERIVATIVE LIABILITIES In
accordance with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative
liability on the date each note became convertible. The derivative liability was then revalued on each reporting date. As
detailed in Note 7 (above) the Company has issued several convertible notes in varying amounts and terms, with the following loans
becoming convertible during the years ending March 31, 2015 and 2016: $37,500 note dated March 11, 2014; $53,000 note dated April
8, 2014; $42,500 note dated May 21, 2014; $55,000 note dated September 23, 2014; $66,780 note dated August 14, 2014; $58,300 note
dated August 14, 2014; $64,500 note dated September 18, 2014; $58,300 note dated March 2, 2015; $61,111 note dated August 13,
2014; $57,895 note dated August 19, 2014; $33,333 note dated December 16, 2014; $27,778 note dated February 25, 2015; $33,000
noted dated October 6, 2014; $55,000 note dated November 6, 2014; $43,000 note dated November 25, 2014; $68,900 note dated May
5, 2015; $16,500 note dated May 27, 2015. ASC
815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize
any change in the fair market value as another income or expense item. The Company’s only asset or liability
measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt. During
the period ended June 30, 2015, the Company recorded a total change in the fair market value of the derivative liabilities of
$48,413. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
8 – DERIVATIVE LIABILITIES (CONTINUED) The
Company uses the Black-Scholes option pricing model to value the derivative liability upon the initial conversion date and at
each reporting period. Included in the model to value the derivative liabilities of the above loans are the following
assumptions: stock price at valuation date of $0.0002 - $0.0008, exercise price of $0.00006 - $0.000483, dividend yield of zero,
years to maturity of 0.1616 – 1.66, a risk free rate of 0.02% - 0.67%, and annualized volatility of 152% - 671%.
The above loans were all discounted in full with the exception of the March 2, 2015 loan which had a debt discount of $46,370,
the May 5, 2015 loan which had an initial debt discount of $41,222, and the May 27, 2015 loan which had an initial debt discount
of $15,000. Based on the valuations on the initial valuation dates, the Company recognized debt discounts related to the conversion
features totaling $165,629 and a derivative expense of $191,844 related to the excess value of the derivative liabilities. Once
the loans are fully converted, the remaining derivative liability is reclassified to equity as additional paid-in capital. As
of June 30, 2015, unamortized debt discount, including original issue discounts totaled $87,654. The derivative liabilities totaled
$335,443 as of June 30, 2015, of which $109,035 related to long-term debt. NOTE
9 – EQUITY TRANSACTIONS The
Company has 37,503,000,000 common shares authorized with a par value of $ 0.001 per share. The
Company has 10,000,000 preferred shares authorized with a par value of $ 0.001 per share. On
July 18, 2013, the Company designated, from the 10,000,000 authorized shares of preferred stock, 6,000,000 shares of Series “A”
Preferred Stock. The Series “A” Preferred Stock has voting rights of 100 votes per share and votes with common shares
as a single class. On
July 18, 2013, the Company granted 6,000,000 Series “A” Preferred shares and 82,767,038 common shares for the intellectual
property. The common and preferred shares were valued at a total of $123,973. On
July 19, 2013, our new officer/director agreed to cancel 500,255,434 common shares and returned them to treasury. Certain other
shareholders also agreed to cancel 262,521,000 common shares. On
September 5, 2013, the Company increased the authorized common shares from 90,000,000 to 37,503,000,000. Correspondingly, the
Company affirmed a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common shares for each share held.
All share and per share date included in these financial statements has been retrospectively adjusted to account for the stock
split. On
October 29, 2013, the Company granted 250,000 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one
common stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
December 11, 2013, the Company granted 250,000 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one
common stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
March 10, 2014, the Company issued 83,334 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
9 – EQUITY TRANSACTIONS (CONTINUED) The
following is a summary of the inputs used to determine the value of the warrants issued in connection with common stock using
the Black-Scholes option pricing model. On
April 4, 2014, the Company issued 83,334 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
April 24, 2014, the Company issued 1,000,000 units at $0.25 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.35 and a three year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
July 10, 2014, the Company issued 700,000 units at $0.043 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.15 and a three year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
July 29, 2014, the Company issued 700,000 units at $0.05 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.15 and a three year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
June 9, 2014, the Company issued 90,000,000 units at $0.0002 per unit. Each unit consisted of one common stock warrant with an
exercise price of $0.0002 and a five year term. The value of the warrants was derived by using the Black-Scholes valuation model.
A summary of the valuation inputs is below. The
following is a summary of the inputs used to determine the value of the warrants issued in connection with common stock using
the Black-Scholes option pricing model. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
9 – EQUITY TRANSACTIONS (CONTINUED) The
following is a summary of the warrant activity for the period from April 1, 2013 to June 30, 2015: On
May 7, 2014, the Company granted 2,500,000 shares to a consultant for prior services rendered. The Company had accrued $300,000
for these services as of March 31, 2014. On
June 16, 2014, the Company issued 1,469,000 shares of common stock for stock deposits of $147,050. The Company had received the
deposits during the year ended March 31, 2014. On
July 1, 2014, the Company granted 1,000,000 shares to a professional for prior legal services rendered. The Company had accrued
$30,000 for these services as of June 30, 2014. The shares were valued on the grant date at the fair market value of $60,000 resulting
in a loss on the issuance of shares of $30,000. On
October 6, 2014, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic,
LLC, a related party, and its principals to acquire certain assets including a US Patent entitled “Compositions and methods
of use of Phorbol Esters for the treatment of Hodgkin’s Lymphoma”, and all related intellectual property, inventions
and trade secrets, data and clinical study results. In consideration for the intellectual property the Company issued 220,792,028
common shares. These shares were valued at a total of $7,904,355; however, since the asset was acquired from a related party the
Company valued the asset at the cost of the asset to the related party, $82,120, and treated the excess value of $7,822,235 as
a deemed dividend reducing additional paid in capital. Also
on October 6, 2014, the Board of Directors approved the issuance of 8,000,000 shares of common stock to the CEO and 4,000,000
shares of common stock to the Company’s attorney as bonuses. The shares were valued based on the closing stock price on
the grant date for a total value of $429,600. On
November 19, 2105, the Company entered into an agreement with an unrelated vendor to provide six months of consulting services
in exchange for 500,000 shares of common stock. The shares were valued based on the closing stock price on the grant date for
a total value of $6,450. The entire contract was expensed as of March 31, 2015. On
August 13, 2014, the Company entered into an investment agreement with an investor to invest up to $4,000,000 to purchase the
Company’s common stock. The price per share for each investment is determined by the lesser of: (1) 65% of the lowest traded
price of the Company’s common stock during the ten consecutive trading days prior to the drawdown notice date or (2) 65%
of the closing bid price on the day before the drawdown notice is submitted. During the year ended March 31, 2015, the Company
issued 79,961,892 shares of common stock to this investor for total proceeds of $220,000. On
April 22, 2015, the Company sold 10,038,108 shares of common stock for $5,405 in cash, which was paid directly to a vendor for
accounts payable. On
June 25, 2015, the Company sold 154,245,477 shares of common stock for $10,797 in cash, of which $3,750 was paid directly to professionals
in connection with the expenses of that sale, and $7,047 was retained by the Company. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
9 – EQUITY TRANSACTIONS (CONTINUED) During
the year ended March 31, 2015 and the period ended June 30, 2015, the Company received, as listed, conversion notices from various
note holders. The Company issued the following common shares to satisfy the conversion of the following debt and interest: The
Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718: Compensation - Stock
Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized
in the financial statements based on their fair values. The
Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants
and other non-employees. In accordance with ASC Topic 505-50, these stock options issued as compensation for services provided
to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the
option, whichever can be more clearly determined. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
9 – EQUITY TRANSACTIONS (CONTINUED) During
the year ended March 31, 2014, the Company granted 47,503,280 stock options to officers, directors, employees and consultants.
During the year ended March 31, 2015, the Company granted 19,750,000 stock options to officers, directors, employees and consultants.
During the period ended June 30, 2015, the Company granted 204,000,250 stock options to officers, directors, employees and consultants
The options have been re-priced twice as follows: (1) Effective January 12, 2015, the Company approved the re-pricing of all 67,253,280
previously granted options under the Company’s 2013 Equity Incentive Plan, which had exercise prices between $.0191984 per
share and $0.30 per share, to $0.0017 per share which was the closing price of the Company’s common stock on January 9,
2015. All of the other terms of the options remained unchanged. (2) Effective April 6, 2015, the Company approved the re-pricing
of all 271,253,530 previously granted options under the Company’s 2013 Equity Incentive Plan, which had exercise prices
between $.0008 per share and $0.0017 per share, to $0.0008 per share which was the closing price of the Company’s common
stock on April 6, 2015. All of the other terms of the options remained unchanged. The Company revalued all existing options on
January 12, 2015 and again on April 6, 2015 using the Black-Scholes option pricing model using the initial terms of the options
and the modified terms of the options. The difference in the valuations was recorded as additional expense. The re-pricing of
the options resulted in the recognition of an additional $50,448 on January 9, 2015 and an additional $9,316 on April 6, 2015
in related stock based compensation expense for those periods. The
following is a summary of the inputs used to determine the value of the options using the Black-Scholes option pricing model. The
following is a summary of the option activity for the period April 1, 2013 through June 30, 2015: RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
10 – COMMITMENTS AND CONTINGENCIES The
Company leases office space on a verbal month-to-month agreement. Monthly rent is approximately $2,600. The
inventor of the intellectual property which was assigned to Rich Pharmaceuticals, Inc. in July 2013 by Imagic, LLC and Richard
L. Chang’s Holdings, LLC is presently in declaratory relief litigation with Biosuccess Biotech, Co. LTD. (“Biosuccess”),
a company who was previously assigned licensing rights in the intellectual property. In connection with this litigation, on January
17, 2014, the Company received notice of a complaint filed by Biosuccess against the Company, Imagic, LLC, Richard L. Chang’s
Holdings, LLC, and Ben Chang (our CEO and a director) in the United States District Court, Central District of California Western
Division (the “District Court”). The Complaint includes allegations of patent and copyright infringement, misappropriation
of trade secrets, breach of fiduciary duty, unfair competition and other causes of actions against the Company, Imagic, LLC, Richard
L. Chang’s Holdings, LLC, and Ben Chang (the “Litigation”). The Complaint seeks relief which includes compensatory
damages, attorneys’ fees and costs, an award of treble damages, and such other relief as the court may deem just and proper.
In January 2015, the trial in the Litigation was concluded in the Court. The Court has not rendered a verdict in the Litigation
as of the date of filing. The
Company believes the allegations in the complaint are without merit and the Company intends to defend itself in the Litigation.
However, the Company has incurred expenses and the diversion of financial resources and management personnel in responding to
the complaint. Additionally, an adverse determination against the Company in the Litigation may subject us to significant liabilities
or require us to seek licenses that may not be available from third parties on commercially favorable terms, if at all. Further,
an adverse determination against the Company in the Litigation may require us to pay substantial financial damages, which can
be tripled if the infringement is deemed willful, or be required to discontinue or significantly delay development, marketing,
selling and licensing of the Company’s affected products and intellectual property rights. NOTE
11 – LIQUIDITY AND GOING CONCERN The
Company has a working capital deficit, has not yet received revenues from sales of products or services, and has incurred losses
since inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The
financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The
ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common
stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts. RICH
PHARMACEUTICALS, INC. NOTES
TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE
12 – SUBSEQUENT EVENTS On
July 7, 2015, the Company issued 161,942,326 common stock for $11,335 or $0.00007 per share. On
July 15, 2015, the Company issued 143,928,240 common stock for $10,074, or $0.00007 per share. On
August 28, 2015, the Company issued a convertible note payable in the amount of $15,000. The note bears 8% interest rate and is
due on April 28, 2016. The loan becomes convertible on August 28, 2015, the issue date of
the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of
50% multiplied by the market price, which is the lowest trading price for the common stock during the twenty (20) trading day
period ending on the latest complete trading day prior to the conversion date. During
the subsequent quarter the Company borrowed $2,000 from a related party. The debt bears no interest and is payable at the convenience
of the Company. In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2015
to the date these financial statements were issued, and has determined that it does not have any material subsequent events to
disclose in these financial statements other than the events described above. REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Rich Pharmaceuticals, Inc.
Beverly Hills, California
We have audited the accompanying balance
sheet of Rich Pharmaceuticals, Inc., as of March 31, 2015, and the related statements of operations, stockholders’ equity
(deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Rich Pharmaceuticals, Inc., as of March
31, 2015 and the results of its operations and cash flows for the year ended March 31, 2015, in conformity with accounting principles
generally accepted in the United States.
The accompanying financial statements have
been prepared assuming that Rich Pharmaceuticals, Inc. will continue as a going concern. As discussed in Note 11 to the financial
statements, the Company has incurred losses from operations, has limited working capital and is in need of additional capital
to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans with regard to these matters are described in Note 11. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty. Edina, Minnesota
Phone (248) 331-5465
Fax (248) 281-0940
20750 Civic Center Drive, Suite 418
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Boards of Directors
Rich Pharmaceuticals, Inc.
Beverly Hills, California
We have audited the accompanying balance
sheet of Rich Pharmaceuticals, Inc. as of March 31, 2014, and the related statements of operations, stockholders’ equity
(deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Rich Pharmaceuticals, Inc. as of March 31,
2014, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Rich Pharmaceuticals, Inc. will continue as a going concern. As discussed in Note 11 to the financial
statements, the Company has not received revenue from sales of products or services, has a working capital deficit, and has incurred
losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans with regard to these matters are described in Note 11. The accompanying financial statements
do not include any adjustments that might result from the outcome of this uncertainty. Southfield, Michigan
BALANCE
SHEETS AS
OF MARCH 31, 2015 AND 2014 See
accompanying notes to financial statements. STATEMENTS
OF OPERATIONS FOR
THE YEARS ENDED MARCH 31, 2015 AND 2014 LOSS
BEFORE PROVISION FOR
INCOME TAXES See
accompanying notes to financial statements. STATEMENT
OF STOCKHOLDERS’ DEFICIT FOR
THE YEARS ENDED MARCH 31, 2015 AND 2014 See
accompanying notes to financial statements. STATEMENTS
OF CASH FLOWS FOR
THE YEARS ENDED MARCH 31, 2015 AND 2014 See
accompanying notes to financial statements. NOTES
TO THE FINANCIAL STATEMENTS NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature
of Business On
August 9, 2010 the Company was incorporated as Nepia Inc. in the State of Nevada. From August 9, 2010 to July 18, 2013, the Company
was in the business of developing, manufacturing, and selling small boilers aimed at farmers primarily in Southeast Asia. Beginning
on July 19, 2013, the Company acquired bio-pharmaceutical intellectual property for the treatment of acute myeloid leukemia (AML)
and is entering into phase II human studies. The goal is to perfect this indication for marketing purposes for distribution
world-wide. On August 26, 2013, as a consequence of our new business direction, the Company changed its name to Rich Pharmaceuticals,
Inc. (“Rich” or “the Company”). On
July 18, 2013, the Company designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares
of Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share
and votes with common shares as a single class. On
July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC
and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white
blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the
intellectual property the Company issued 82,767,038 common shares, and 6,000,000 Series “A” Preferred shares. The
common and preferred shares were valued at $123,973. The Company further agreed to use its best efforts to complete a financing
resulting in proceeds of at least $2,000,000. If the Company was unable to raise $400,000 according to the terms of the Assignment
Agreement, the patent reverts back to Imagic, LLC and its principals. On January 17, 2014, the right of reversion was terminated
in exchange for a payment of $20,000. On
July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred
all assets and business operations associated with our boiler business in exchange for assumption of all obligations associated
with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in
capital. In consequence to the Sale Agreement two former officers sold 531,292,500 common shares held by them to our new officer/director.
In turn, our new officer/director agreed to cancel 500,255,434 of those shares he received and returned them to treasury for retirement.
Certain other shareholders also agreed to cancel 262,521,000 common shares. On
September 5, 2013, the Company increased the authorized common shares, par value $0.001, from 90,000,000 shares to 37,503,000,000
shares. Correspondingly, the Company affirmed a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common
shares for each share held. All share and per share date included in these financial statements has been retrospectively adjusted
to account for the stock split. Cash
and Cash Equivalents The
Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At March 31, 2015
and 2014 the Company had $15,892 and $12,387, respectively, of unrestricted cash. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis
of Presentation The
financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted
accounting principles in the United States of America and are presented in U.S. dollars. The Company has adopted a March 31 fiscal
year end. Property
and Equipment Property
and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the related
assets. The useful lives of the assets are as follows: Computer equipment, 3 years. Long-Lived
and Intangible Assets The
Company accounts for long-lived and intangible assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment
or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.
The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result
from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
As of March 31, 2014, the Company fully impaired their intangible assets to $0. As of March 31, 2014, the Company fully impaired
their intangible assets to $0. During the year ended March 31, 2015, the Company aquired another intangible asset from a related
party and valued it at the cost of the intangible to the related party totaling $82,120. As of March 31, 2015, the Company fully
impaired their intangible assets to $0. Fair
value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs
used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing
the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs
are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or
liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level
1 – Observable inputs such as quoted prices in active markets; Level
2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; Level
3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own
assumptions. The
Company did not have any level 1 or level 3 financial instruments at March 31, 2015 and 2014. As of March 31, 2015, the derivative
liabilities were considered a level 2 item; see Note 8. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use
of Estimates The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates. Income
Taxes Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized. Revenue Recognition The
Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured. Stock-Based
Compensation Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. On September 6, 2013, the Company approved the adoption
of Rich Pharmaceuticals, Inc. 2013 Stock Option/Stock Issuance Plan (the "2013 Plan”). The 2013 Plan is intended to
aid in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the
granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors,
officers, employees and consultants and our affiliates are eligible to participate under the 2013 Plan.
A total of 90,004,800 common shares have been reserved for awards under the 2013 Plan. During the year ended March 31,
2015, the Company granted 19,750,000 stock options to officers, directors, employees and consultants. On January 12, 2015, the
Company modified the exercise price on all 67,253,280 outstanding stock options. The new exercise price is $0.0017 per share. Basic
Loss Per Share The
basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the
weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the
Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as
of the first of the year for any potentially dilutive debt or equity. Recent
Accounting Pronouncements The
Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on the
Company’s results of operations, financial position or cash flow. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
2 – PROPERTY AND EQUIPMENT Property
and equipment, recorded at cost, consisted of the following as of March 31, 2015 and 2014: The useful
life of the computer equipment is 3 years. Depreciation
expense was $473 and $158 for the years ended March 31, 2015 and 2014, respectively. NOTE
3 – INTANGIBLE ASSETS On
July 18, 2013, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC
and its principals to acquire certain assets including a US Patent entitled “Phorbol esters as anti-neoplastic and white
blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the
intellectual property the Company issued 82,767,038 common shares and 6,000,000 Series “A” Preferred Stock. These
shares were valued at a total of $123,973. The Company has also paid additional funds to third parties to further the development
of this asset and terminate the right of reversion totaling $45,000. The Company analyzed the assets at March 31, 2014 and determined
that the value could not be supported and impaired the assets to $0. On October
6, 2014, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC and
its principals to acquire certain assets including a US Patent entitled “Compositions and methods of use of Phorbol Esters
for the treatment of Hodgkin’s Lymphoma”, and all related intellectual property, inventions and trade secrets, data
and clinical study results. In consideration for the intellectual property the Company issued 220,792,028 common shares. These
shares were valued at a total of $7,904,355; however, since the asset was acquired from a related party the Company valued the
asset at the cost of the asset to the related party, $82,120, and treated the excess value as a deemed dividend reducing additional
paid in capital. The Company analyzed the assets at March 31, 2015 and determined that the value could not be supported and impaired
the assets to $0. NOTE
4 – ACCRUED EXPENSES Accrued
expenses consisted of the following as of March 31, 2015 and 2014: The
Company amended a consulting agreement on May 7, 2014, to grant 2,500,000 shares to a consultant for work performed through March
31, 2014. The shares were valued on the grant date at $300,000 and that amount had been accrued as of March 31, 2014. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
5 – RELATED PARTY DEBT AND TRANSACTIONS On
July 19, 2013, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the “Sale Agreement”) with our prior officers and directors. Pursuant to the Sale Agreement, the Company transferred
all assets and business operations associated with its boiler business in exchange for assumption of all obligations associated
with that business and cancellation of loans amounting to $28,818. The cancellation of debt was recorded as additional paid-in
capital. During
the year ended March 31, 2015 and 2014, the Company received loans from companies controlled by its new CEO or shareholders totaling
$5,000 and $36,000, respectively. The loans are unsecured, non-interest bearing with no specific terms of repayment. The Company
repaid all $41,000 of the loans during the year ended March 31, 2015. Also
during the year ended March 31, 2015, the Company received a $6,000 loan from a shareholder. The loan is unsecured and bears 8%
interest. The total due was $6,000 as of March 31, 2015. Interest accrued on the 2015 note for the year ended March 31, 2015 was
$67. On
September 6, 2013, the Company entered into an Employment Agreement with our Chief Executive Officer, Chief Financial Officer,
President and Secretary. The Employment Agreement provides for a term of two years; annual compensation of $275,000, a signing
bonus of $68,750, and options to purchase up to 3,000,240 shares of common stock at an exercise price of $0.02 per share. The
CEO earned $275,000 and $229,167 for the years ended March 31, 2015 and 2014 (respectively) as a result of this agreement, of
which, $154,062 and $129,717 has been accrued as of March 31, 2015 and 2014. NOTE
6 – STOCK DEPOSITS The
Company received deposits for future stock purchases during the year ended March 31, 2014 totaling $147,050. The Company signed
subscription agreements with four investors on June 16, 2014 to grant 1,469,000 shares of common stock in exchange for the deposits.
The remaining balance as of March 31, 2015 is $0. NOTE
7 - CONVERTIBLE NOTES PAYABLE On
March 11, 2014, the Company issued a convertible promissory note in the amount of $37,500. The note is due on December 13, 2014
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015, the note holder converted
$37,500 of principal and $1,500 of interest into 2,159,271 shares of common stock leaving a remaining balance of $0. Accrued
interest was $0 as of March 31, 2015. On April
8, 2014, the Company issued a convertible note payable in the amount of $53,000. The note bears 8% interest and is due on January
14, 2015. The loan becomes convertible 180 days after the date of the note. The loan and
any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the
market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day
period ending on the latest complete trading day prior to the conversion date. During the year
ended March 31, 2015, the note holder converted $53,000 of principal and $2,120 of interest into 6,089,041 shares of common stock
leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
7 - CONVERTIBLE NOTES PAYABLE (CONTINUED) On May 21,
2014, the Company issued a convertible note payable in the amount of $42,500. The note bears 8% interest and is due on February
23, 2015. The loan becomes convertible 180 days after the date of the note. The loan and
any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the
market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day
period ending on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015, the note
holder converted $42,500 of principal and $1,700 of interest into 15,252,347 shares of common stock leaving a remaining balance
of $0. Accrued interest was $0 as of March 31, 2015. On August
14, 2014, the Company issued a convertible note payable in the amount of $66,780 including an original issue discount of $3,380.
The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible 180
days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the
year ended March 31, 2015, the note holder converted $66,780 of principal and $2,850 of interest into 121,442,490 shares of common
stock leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. On August
14, 2014, the Company issued a convertible note payable in the amount of $58,300 including an original issue discount of $3,300.
The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible 180
days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the twenty-two (22) trading day period ending on the latest complete trading day prior to the conversion date. During
the year ended March 31, 2015, the note holder converted $58,300 of principal and $2,527 of interest into 131,091,236 shares of
common stock leaving a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. On
August 13, 2014, the Company issued a convertible note payable in the amount of $61,111 including an original issue discount of
$5,500. The note has a one-time 12% interest charge and is due on August 14, 2016. The loan becomes convertible 180 days after
the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock
at a rate of 60% multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20)
trading day period ending on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015,
the note holder converted $61,111 of principal and $6,266 of interest into 140,370,000 shares of common stock leaving a remaining
balance of $0. Accrued interest was $1,067 as of March 31, 2015. On
August 19, 2014, the Company issued a convertible note payable in the amount of $57,895 including an original issue discount of
$2,895. The note bears 12% interest and is due on August 19, 2016. The loan becomes convertible immediately upon the date of the
note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60%
multiplied by the market price, which is the lowest trading prices for the common stock during the twenty (20) trading day period
ending on the latest complete trading day prior to the conversion date. During the year ended March 31, 2015, the note holder
converted $57,895 of principal and $14,035 of interest (including a $10,000 penalty) into 179,825,000 shares of common stock leaving
a remaining balance of $0. Accrued interest was $0 as of March 31, 2015. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
7 – CONVERTIBLE NOTE PAYABLE (CONTINUED) On September
18, 2014, the Company issued a convertible note payable in the amount of $64,500 including an original issue discount of $5,500.
The note bears a one-time 12% interest charge and is due on September 18, 2015. The loan
becomes convertible immediately upon the date of the note. The loan and any accrued interest can then be converted into shares
of the Company’s common stock at a rate of 60% multiplied by the market price, which is the average of the lowest three
(3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior
to the conversion date. However, if the market price during the 20 day trading period (mentioned above) is below $0.03, then the
conversion factor will be reduced to 55%. During the year ended March 31, 2015, the note holder converted $10,000 of principal
into 18,181,818 shares of common stock leaving a remaining balance of $54,500. Accrued interest was $7,740 as of March 31, 2015.
The loan has an unamortized original issue discount of $2,523 as of March 31, 2015. On September
23, 2014, the Company issued a convertible note payable in the amount of $55,000. The note bears 8% interest and is due on June
23, 2015. The loan becomes convertible 180 days after the date of the note. The loan and
any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the
market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty-five (25) trading
day period ending on the latest complete trading day prior to the conversion date. On March 10, 2015 the note holder converted
$25,200 of the principle into 70,000,000 common shares leaving a remaining balance of $29,800. Accrued interest was $2,162
as of March 31, 2015. On
October 6, 2014, the Company issued a convertible promissory note in the amount of $33,000. The note is due on July 6, 2015 and
bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest
can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is
the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest
complete trading day prior to the conversion date. Interest accrued on this note for
the period ended March 31, 2015 is $1,273. On
November 6, 2014, the Company issued a convertible promissory note in the amount of $55,000. The note is due on May 6, 2015 and
bears interest at 12% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest
can then be converted into shares of the Company’s common stock at a rate of 52.5% multiplied by lowest daily market price,
for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion
date. Interest accrued on this note for the period ended March 31, 2015 is $2,622. On
November 25, 2014, the Company issued a convertible promissory note in the amount of $43,000. The note is due on August 28, 2015
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. Interest accrued
on this note for the period ended March 31, 2015 is $1,188. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
7 – CONVERTIBLE NOTE PAYABLE (CONTINUED) On December
16, 2014, the Company issued a convertible note payable in the amount of $33,333 including an original issue discount of $3,333.
The note bears a one-time 12% interest charge and is due on December 16, 2016. The loan
becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of
the Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest trading prices for the common
stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. Interest
accrued on this note for the period ended March 31, 2015 is $4,000. This loan has an unamortized original issue discount of $2,854
as of the end of the period. On
January 9, 2015, the Company issued a convertible promissory note in the amount of $33,000. The note is due on October 13, 2015
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. Interest accrued
on this note for the period ended March 31, 2015 is $586. On
February 5, 2015, the Company issued a convertible promissory note in the amount of $54,000. The note is due on November 9, 2015
and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued
interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price,
which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending
on the latest complete trading day prior to the conversion date. Interest accrued
on this note for the period ended March 31, 2015 is $639. On February
17, 2015, the Company issued a convertible note payable in the amount of $66,780 including an original issue discount of $6,780.
The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible 180
days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Interest
accrued on this note for the period ended March 31, 2015 is $615. This loan has an unamortized original issue discount of $2,835
as of the end of the period. On February 25, 2015, the Company issued a convertible note payable in the
amount of $27,778 including an original issue discount of $2,778. The note bears a one-time 12% interest charge and is due on
February 25, 2017. The loan becomes convertible 180 days after the date of the note. The
loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 60% multiplied
by the market price, which is the lowest trading prices for the common stock during the twenty (20) trading day period ending
on the latest complete trading day prior to the conversion date. Interest accrued on this note for the period ended March
31, 2015 is $3,333. This loan has an unamortized original issue discount of $2,648 as of the end of the period. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
7 – CONVERTIBLE NOTE PAYABLE (CONTINUED) On March
9, 2015, the Company issued a convertible note payable in the amount of $55,000. The note bears 8% interest and is due on December
9, 2015. The loan becomes convertible 180 days after the date of the note. The loan and
any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the
market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty-five (25) trading
day period ending on the latest complete trading day prior to the conversion date. Interest accrued on this note for the
period ended March 31, 2015 is $265. On March
26, 2015, the Company issued a convertible note payable in the amount of $29,680 including an original issue discount of $1,680.
The note bears 8% interest and is due on March 23, 2016. The loan becomes convertible 180
days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Interest
accrued on this note for the period ended March 31, 2015 is $32. This loan has an unamortized original issue discount of $1,653
as of the end of the period. On March
2, 2015, the Company issued a convertible note payable in the amount of $58,300 including an original issue discount of $3,300.
The note bears 8% interest and is due on August 14, 2015. The loan becomes convertible immediately
at the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock
at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock
during the twenty-two (22) trading day period ending on the latest complete trading day prior to the conversion date. On March
2, 2015 the note holder converted $56,402 of the principle into 121,555,062 common shares leaving a remaining balance of $1,898.
Interest accrued on this note for the period ended March 31, 2015 is $12. This loan has an unamortized original issue discount
of $107 as of the end of the period. NOTE 8
– DERIVATIVE LIABILITIES In accordance
with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative liability
on the date each note became convertible. The derivative liability was then revalued on each reporting date. As detailed
in Note 7 (above) the Company has issued several convertible notes in varying amounts and terms, with the following loans becoming
convertible during the year ending March 31, 2015: $37,500 note dated March 11, 2014; $53,000 note dated April 8, 2014; $42,500
note dated May 21, 2014; $55,000 note dated September 23, 2014; $66,780 note dated August 14, 2014; $58,300 note dated August
14, 2014; $64,500 note dated September 18, 2014; $58,300 note dated March 2, 2015; $61,111 note dated August 13, 2014; $57,895
note dated August 19, 2014; $33,333 note dated December 16, 2014; $27,778 note dated February 25, 2015. ASC 815 requires
Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in
the fair market value as another income or expense item. The Company’s only asset or liability measured at fair
value on a recurring basis is its derivative liability associated with the above convertible debt. During the period
ended March 31, 2015, the Company recorded a total change in the fair market value of the derivative liabilities of $1,867,621. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE 8
– DERIVATIVE LIABILITIES (CONTINUED) The Company
uses the Black-Scholes option pricing model to value the derivative liability upon the initial conversion date and at each reporting
period. Included in the model to value the derivative liabilities of the above loans are the following assumptions:
stock price at valuation date of $0.001 - $0.037, exercise price of $0.0005 - $0.0203, dividend yield of zero, years to maturity
of 0.126 – 1.88, a risk free rate of 0.02% - 0.67%, and annualized volatility of 138% - 403%. The above loans were all discounted
in full with the exception of the March 2, 2015 loan which had a debt discount of $46,370. Based on the valuations on the initial
valuation dates, the Company recognized debt discounts related to the conversion features totaling $576,370 and a derivative expense
of $1,809,914 related to the excess value of the derivative liabilities. Once the loans are fully converted, the remaining derivative
liability is reclassified to equity as additional paid-in capital. As of March 31, 2015, unamortized debt discount, including
original issue discounts totaling $108,558. The derivative liabilities totaled $217,758 as of March 31, 2015, of which $77,775
related to long-term debt. NOTE
9 – EQUITY TRANSACTIONS The
Company has 37,503,000,000 common shares authorized with a par value of $ 0.001 per share. The
Company has 10,000,000 preferred shares authorized with a par value of $ 0.001 per share. On
July 18, 2013, the Company designated, from the 10,000,000 authorized shares of preferred stock, 6,000,000 shares of Series “A”
Preferred Stock. The Series “A” Preferred Stock has voting rights of 100 votes per share and votes with common shares
as a single class. On
July 18, 2013, the Company granted 6,000,000 Series “A” Preferred shares and 82,767,038 common shares for the intellectual
property. The common and preferred shares were valued at a total of $123,973. On
July 19, 2013, our new officer/director agreed to cancel 500,255,434 common shares and returned them to treasury. Certain other
shareholders also agreed to cancel 262,521,000 common shares. On September
5, 2013, the Company increased the authorized common shares from 90,000,000 to 37,503,000,000. Correspondingly, the Company affirmed
a forward split of 416.7 for 1 in which each shareholder was issued 416.7 common shares for each share held. All share and per
share date included in these financial statements has been retrospectively adjusted to account for the stock split. On October
29, 2013, the Company granted 250,000 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock
warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On December
11, 2013, the Company granted 250,000 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock
warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On March 10, 2014, the Company issued 83,334 units at $0.30 per unit. Each
unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.50 and a one year term. The
value of the warrants was derived by using the Black-Scholes valuation model. A summary of the valuation inputs is below. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
9 – EQUITY TRANSACTIONS (CONTINUED) The following
is a summary of the inputs used to determine the value of the warrants issued in connection with common stock using the Black-Scholes
option pricing model. On April
4, 2014, the Company issued 83,334 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock
warrant with an exercise price of $0.50 and a one year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
April 24, 2014, the Company issued 1,000,000 units at $0.25 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.35 and a three year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
July 10, 2014, the Company issued 700,000 units at $0.043 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.15 and a three year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. On
July 29, 2014, the Company issued 700,000 units at $0.05 per unit. Each unit consisted of 1 share of common stock and one common
stock warrant with an exercise price of $0.15 and a three year term. The value of the warrants was derived by using the Black-Scholes
valuation model. A summary of the valuation inputs is below. The
following is a summary of the inputs used to determine the value of the warrants issued in connection with common stock using
the Black-Scholes option pricing model. RICH
PHARMACEUTICALS, INC. NOTES
TO THE FINANCIAL STATEMENTS NOTE
9 – EQUITY TRANSACTIONS (CONTINUED) The
following is a summary of the warrant activity for the years ended March 31, 2015 and 2014: 18
Quarter
Ended
High
Low
March
31, 2014
$ 0.30
$ 0.30
June
30, 2014
$ 0.30
$ 0.05
September
30, 2014
$ 0.04
$ 0.04
December
31, 2014
$ 0.059
$ 0.0036
March
31, 2015
$ 0.014
$ 0.0009 19
Plan
Category
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
Equity Compensation Plans
Approved By security holders
Not
Applicable
Not Applicable
Equity Compensation
Plans Not Approved By Security Holders
390,004,800
$ .0019
118,751,270 20 21 22 23 24 25 26 27 28 29
Name
Age
Position
Ben Chang
50
President,
Chief Executive Officer, Chief Financial Officer and Chairman of the Board and Director
Richard Salvador
88
Director 30 31 32
SUMMARY
COMPENSATION TABLE
Name
and
principal position
Year
Ben
Chang, Chief Executive Officer, Chief Financial Officer, Director(1)
$
—
—
$
—
—
—
—
—
—
$ 33
Directors
and Executive Officers
Ben
Chang, Chairman and President
378,132,131 (3)
18.60 %
6,000,000 (4)
100 %
David
Chou, Director (6)
2,750,220
— *
All
directors and officers as a group (2 people)
380,882,351 (3)
18.72 %
6,000,000 (4)
100 %
5%
or Greater Stockholders
Imagic,
LLC
312 North Mansfield Ave.
Los
Angeles, CA 90036
275,132,685 (5)
12.14 %
34 35
•
the
name of the selling stockholder,
•
the
number of shares of our common stock that the selling stockholder beneficially owned prior to the offering for resale of the
shares under this Prospectus,
•
the
maximum number of shares of our common stock that may be offered for resale for the account of the selling stockholder under
this Prospectus, and
•
the
number and percentage of shares of our common stock to be beneficially owned by the selling stockholder after the offering
of the shares (assuming all of the offered shares are sold by the selling stockholder).
Name
Shares
of
Common Stock
Beneficially
Owned prior to Offering(1)
Maximum
Number of Shares of Common Stock to be Offered
Number
of
Shares of Common
Stock Beneficially
Owned after
Offering
Percent
Ownership
after Offering
LG Capital Funding,
LLC (2)
0
625,000,000
0
0 %
C:
(1)
Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into
shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof
are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership
of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has
sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.
(2)
Includes
625,000,000 shares issuable to LG pursuant to the LG Investment Agreement. Joseph Lerman, Boruch Greenberg and Daniel
Louis Gellman have voting control over LG Capital Funding, LLC. 36
•
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•
block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction
•
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
•
an
exchange distribution in accordance with the rules of the applicable exchange;
•
privately
negotiated transactions;
•
broker-dealers
may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
•
broker-dealers
may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
•
through
the writing of options on the shares;
•
a
combination of any such methods of sale; and
•
any
other method permitted pursuant to applicable law. 37 38 39 40
Condensed
Balance Sheets (Unaudited) as of June 30, 2015 and March 31, 2015
F-1
Condensed
Statements of Operations (Unaudited) for the three months ended June 30, 2015 and 2014
F-2
Condensed
Statements of Cash Flows (Unaudited) for the three months ended June 30, 2015 and 2014
F-3
Notes
to Condensed Financial Statements (Unaudited)
F-4
Page
Reports
of Independent Registered Public Accounting Firms
F-20
Balance
Sheets as of March 31, 2015 and 2014
F-21
Statements
of Operations for the years ended March 31, 2015 and 2014
F-22
Statement
of Stockholders' Deficit as of March 31, 2015
F-23
Statements
of Cash Flows for the years ended March 31, 2015 and 2014
F-24
Notes
to Financial Statements
F-25 41
June
30, 2015
March
31, 2015
ASSETS
Current Assets
Cash
and equivalents
$ 90
$ 15,892
Prepaid
expenses
4,835
7,578
Total Current
Assets
4,925
23,470
Property and equipment,
net
670
788
TOTAL
ASSETS
$ 5,595
$ 24,258
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable
$ 915,575
$ 910,272
Accrued expenses
246,415
200,891
Due to related
parties
6,141
6,067
Convertible notes
payable, net of debt discount
254,415
402,131
Derivative
liabilities
226,408
139,983
Total Current
Liabilities
1,648,954
1,659,344
Long-term Liabilities
Convertible notes
payable, net of debt discount
4,914
6,080
Derivative
liabilities
109,035
77,775
Total Long-term
Liabilities
113,949
83,855
Total Liabilities
1,762,903
1,743,199
Stockholders’
Deficit
Preferred stock,
$.001 par value, 10,000,000 shares authorized, 6,000,000 shares issued and outstanding, respectively
6,000
6,000
Common stock,
$.001 par value, 37,503,000,000 shares authorized, 3,245,337,213 and 1,541,083,957 shares issued
and outstanding,
3,245,335
1,541,083
Additional paid-in
capital
3,074,080
4,168,956
Accumulated
deficit
(8,082,723 )
(7,434,980 )
Total
Stockholders’ Deficit
(1,757,308 )
(1,718,941 )
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
$ 5,595
$ 24,258 F-1
Three
months ended
June 30, 2015
Three
months ended
June 30, 2014
REVENUES
$ -
$ -
OPERATING
EXPENSES
Consulting expenses
6,000
80,000
Office expenses
20,753
22,838
Depreciation
expense
118
118
Wages and taxes
91,723
151,079
Professional
fees
65,947
125,879
Regulatory fees
1,669
1,065
Research and
development
7,000
-
Stock-based compensation
130,091
120,293
Travel,
meals and entertainment
2,612
16,937
TOTAL
OPERATING EXPENSES
325,913
518,209
LOSS
FROM OPERATIONS
(325,913 )
(518,209 )
OTHER
INCOME (EXPENSE)
Amortization
of debt discount
(165,629 )
-
Change in value
of derivative liability
48,413
-
Derivative expense
(191,844 )
-
Interest expense
(12,696 )
(2,249 )
Interest
expense – related party
(74 )
-
Total Other Income
(321,830 )
(2,249 )
LOSS
BEFORE PROVISION FOR INCOME TAXES
(647,743 )
(520,458 )
PROVISION
FOR INCOME TAXES
-
-
NET
LOSS
$ (647,743 )
$ (520,458 )
NET
LOSS PER SHARE: BASIC AND DILUTED
$ (0.00 )
$ (0.00 )
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
2,125,788,108
417,091,310 F-2
Three
months ended
June 30, 2015
Three
months ended
June 30, 2014
CASH
FLOWS FROM OPERATING ACTIVITIES:
Net
loss for the year
$ (647,743 )
$ (520,458 )
Adjustments to
reconcile net loss to net cash used in operating activities
Depreciation expense
118
118
Amortization of
debt discount
165,629
-
Change in value
of derivative liability
(48,413 )
-
Derivative expense
191,844
-
Warrants
issued for services
13,259
-
Stock-based compensation
130,091
120,293
Changes in operating
assets and liabilities:
(Increase)
decrease in prepaid expenses
2,743
(100,000 )
Increase
in accounts payable
5,303
67,692
Increase
in bank overdraft
-
1,863
Increase
in accrued expenses
45,524
78,605
Net
Cash Used by Operating Activities
(141,645 )
(351,887 )
CASH
FLOWS FROM FINANCING ACTIVITIES:
Loans and interest
received (repaid) from/to related parties
74
(31,000 )
Proceeds from
sale of common stock and stock warrants
29,462
275,000
Proceeds
from the issuance of convertible note payable
96,307
95,500
Net
Cash Provided by Financing Activities
125,843
339,500
Net Increase in
Cash and Cash Equivalents
(15,802 )
(12,387 )
Cash
and cash equivalents, beginning of period
15,892
12,387
Cash
and cash equivalents, end of period
$ 90
$ -
SUPPLEMENTAL
CASH FLOW INFORMATION:
Interest
paid
$ -
$ -
Income
taxes paid
$ -
$ -
SUPPLEMENTAL
NON-CASH INVESTING AND FINANCING INFORMATION:
Stock
deposits reclassified as common stock and stock warrants
$ -
$ 147,050
Original
issue discounts recorded on notes payable
$ 11,531
$ -
Common
stock issued for accrued expenses
$ -
$ 300,000
Acquisition
of intangibles for stock
$ -
$ 123,973
Debt
and interest converted to common stock and contributed capital
$ 449,825
$ 28,818 F-3 F-4 F-5 F-6
June
30, 2015
March
31, 2015
Computer
equipment
$ 1,419
$ 1,419
Less:
accumulated depreciation
(749 )
(631 )
Property
and equipment, net
$ 670
$ 788
June
30, 2015
March
31, 2015
Wages
and taxes
227,253
175,357
Accrued interest
19,162
25,534
Consulting
-
-
Total
accrued expenses
$ 246,415
$ 200,891 F-7 F-8 F-9 F-10 F-11 F-12 F-13
Date
October
29, 2013
December
11, 2013
March
10, 2014
Warrants
250,000
250,000
83,334
Stock
price on grant date
$0.30
$0.02
$0.02
Exercise
price
$0.50
$0.50
$0.50
Expected
life
1
year
1
year
1
year
Volatility
147%
64%
65%
Risk-free
rate
0.12%
0.11%
0.13%
Calculated
value
$10,473
$0
$0
Fair
value allocation of proceeds
$7,381
$0
$0
Date
April
4, 2014
April
24, 2014
July
10, 2014
July
29, 2014
June
9, 2015
Warrants
83,334
1,000,000
700,000
700,000
90,000,000
Stock
price on grant date
$0.199
$0.252
$0.037
$0.037
$0.0002
Exercise
price
$0.50
$0.35
$0.15
$0.15
$0.0002
Expected
life
1
year
3
year
3
year
3
year
5
year
Volatility
113%
76%
119%
119%
98%
Risk-free
rate
0.12%
0.84%
0.96%
0.98%
1.74%
Calculated
value
$3,181
$104,416
$12,130
$12,102
$13,259
Fair
value allocation of proceeds
$2,822
$73,653
$8,637
$8,992
$13,259 F-14
Number
of warrants
Weighted
average exercise price
Outstanding,
April 1, 2013
-
$0.00
Granted
583,334
$0.50
Exercised
-
-
Outstanding,
March 31, 2014
583,334
$0.50
Granted
2,483,334
$0.24
Exercised
-
-
Outstanding,
March 31, 2015
3,066,668
$0.29
Granted
90,000,000
$0.0002
Exercised
-
-
Outstanding,
June 30, 2015
93,066,668
$0.0097 F-15
Date
Debt/Interest
Converted
Common
Stock Issued
Price
per Share
September
22, 2014
$ 12,000
550,459
$ 0.0218
October
1, 2014
$ 12,000
648,649
$ 0.0185
October
8, 2014
$ 9,000
505,618
$ 0.0178
October
16, 2014
$ 6,000
454,545
$ 0.0132
October
29, 2014
$ 15,000
1,250,000
$ 0.0120
November
3, 2014
$ 10,000
819,672
$ 0.0122
November
7, 2014
$ 12,000
1,188,119
$ 0.0101
November
19, 2014
$ 18,120
2,831,250
$ 0.0064
December
8, 2014
$ 15,000
3,488,372
$ 0.0043
December
15, 2014
$ 12,000
4,285,714
$ 0.0028
December
26, 2014
$ 17,200
7,478,261
$ 0.0023
February
11, 2015
$ 29,900
74,750,000
$ 0.0004
February
12, 2015
$ 17,333
37,356,055
$ 0.00046
February
13, 2015
$ 17,894
37,280,000
$ 0.00048
February
15, 2015
$ 35,730
73,924,324
$ 0.00048
February
17, 2015
$ 17,003
36,643,945
$ 0.00046
February
23, 2015
$ 20,603
47,090,000
$ 0.00044
February
23, 2015
$ 17,003
36,643,945
$ 0.00046
February
24, 2015
$ 9,488
20,447,291
$ 0.00046
February
26, 2015
$ 42,030
105,075,000
$ 0.0004
February
27, 2015
$ 26,880
56,000,000
$ 0.00048
March
2, 2015
$ 56,402
121,555,062
$ 0.00046
March
9, 2015
$ 33,900
47,518,166
$ 0.00071
March
10, 2015
$ 25,200
70,000,000
$ 0.00036
March
20, 2015
$ 10,000
18,181,818
$ 0.00006
March
31, 2015Total
$ 498,686
805,966,265
Date
Debt/Interest
Converted
Common
Stock Issued
Price
per Share
April
1, 2015
$ 16,650
41,111,111
$ 0.00041
April
6, 2015
$ 10,000
20,964,361
$ 0.00048
April
8, 2015
$ 15,309
45,356,111
$ 0.00034
April
8, 2015
$ 20,001
45,454,545
$ 0.00044
April
9, 2015
$ 14,320
32,545,455
$ 0.00044
April
14, 2015
$ 10,000
23,696,682
$ 0.00042
April
16, 2015
$ 1,918
5,300,000
$ 0.00036
April
21, 2015
$ 10,000
25,974,026
$ 0.00039
April
29, 2015
$ 15,000
38,961,039
$ 0.00039
May
4, 2015
$ 5,083
13,146,439
$ 0.00039
May
12, 2015
$ 28,456
90,337,960
$ 0.00031
May
20, 2015
$ 20,199
94,764,514
$ 0.00021
May
20, 015
$ 17,240
78,363,636
$ 0.00022
May
27, 2015
$ 13,568
70,180,137
$ 0.00019
May
29, 2015
$ 15,000
88,235,295
$ 0.00017
June
11, 2015
$ 9,897
94,260,947
$ 0.00010
June
16, 2015
$ 14,100
117,500,000
$ 0.00012
June
16, 2015
$ 13,565
113,041,667
$ 0.00012
June
22, 2015
$ 7,415
123,583,333
$ 0.00006
June
22, 2015
$ 14,384
247,992,413
$ 0.00006
June
23, 2015
$ 7,752
129,200,000
$ 0.00006
June
30, 2015 Total
$ 279,857
1,539,969,671
F-16
Date
September
6, 2013
February
7, 2014
March
14, 2014
May
7, 2014
July
23, 2014
October
6, 2014
April
6, 2015
Options
41,003,280
1,500,000
5,000,000
3,500,000
750,000
15,500,000
204,000,250
Stock
price grant date
$0.02
$0.02
$0.30
$0.12
$0.069
$.0358
$0.0008
Initial
Exercise price
$0.0191984
$0.0191984
$0.30
$0.12
$0.069
$0.0191984
$0.0008
Modified
Exercise price
$0.0008
$0.0008
$0.0008
$0.0008
$0.0008
$0.0008
$0.0008
Expected
life
10.00
10.00
10.00
10.00
10.00
5.0
5.0
Volatility
76%
74%
74%
73%
88%
101%
99%
Risk-free
rate
2.94%
2.71%
2.65%
2.56%
2.53%
1.04%
1.31%
Calculated
value
$663,307
$23,825
$1,182,141
$315,772
$45,109
$454,798
$120,778
Modified
value
$694,250
$24,920
$1,189,569
$320,159
$45,927
$469,891
$120,778
Number
of options
Weighted
average exercise price
Outstanding,
April 1, 2013
-
$0.00
Granted
47,503,280
$0.0008
Exercised
-
-
Outstanding,
March 31, 2014
47,503,280
$0.0008
Granted
19,750,000
$0.0008
Exercised
-
-
Expired
-
-
Outstanding,
March 31, 2015
67,253,280
$0.0008
Granted
204,000,250
$0.0008
Exercised
-
-
Expired
-
-
Outstanding,
June 30, 2015
271,253,530
$0.0008 F-17 F-18 F-19 
F-20 F-21
March 31, 2015
March 31, 2014
ASSETS
Current Assets
Cash and equivalents
$ 15,892
$ 12,387
Prepaid expenses
7,578
1,561
Total Current Assets
23,470
13,948
Property and equipment, net
788
1,261
TOTAL ASSETS
$ 24,258
$ 15,209
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable
$ 910,272
$ 180,672
Accrued expenses
200,891
451,290
Due to related parties
6,067
36,000
Stock deposits
0
147,050
Convertible notes payable, net of debt
discount
402,131
37,500
Derivative liabilities
139,983
0
Total Current Liabilities
1,659,344
852,512
Long-term Liabilities
Convertible notes payable, net of debt
discount
6,080
0
Derivative liabilities
77,775
0
Total Long-term Liabilities
83,855
0
Total Liabilities
1,743,199
852,512
Stockholders’ Deficit
Preferred stock, $.001 par value, 10,000,000
shares authorized, 6,000,000 shares issued and outstanding, respectively
6,000
6,000
Common stock,
$.001 par value, 37,503,000,000 shares authorized, 1,541,083,957 and 414,411,438 shares issued
and outstanding, respectively
1,541,083
414,411
Additional paid-in capital
4,168,956
2,043,690
Accumulated deficit
(7,434,980 )
(3,301,404 )
Total Stockholders’
Deficit
(1,718,941 )
(837,303 )
TOTAL LIABILITIES
AND STOCKHOLDERS’ DEFICIT
$ 24,258
$ 15,209 F-22
Year ended
March 31, 2015
Year ended
March 31, 2014
REVENUES
$ 0
$ 0
OPERATING EXPENSES
Consulting expenses
200,925
335,000
Office expenses
97,821
39,569
Depreciation expense
473
158
Wages and taxes
727,458
291,358
Professional fees
1,339,623
115,304
Regulatory fees
52,496
37,591
Research and development
165,371
123,802
Stock-based compensation
866,128
1,869,273
Impairment of intangible asset
82,120
168,973
Travel, meals and
entertainment
74,010
23,567
TOTAL
OPERATING EXPENSES
3,606,425
3,004,595
LOSS FROM OPERATIONS
(3,606,425 )
(3,004,595 )
OTHER INCOME
(EXPENSE)
Amortization of debt discount
(504,269 )
0
Change in value of derivative liability
1,867,621
0
Derivative expense
(1,809,914 )
0
Forgiveness of debt
6,009
0
Interest expense
(56,531 )
(342 )
Interest expense – related party
(67 )
0
Loss on share issuance
(30,000 )
0
(527,151 )
(342 )
(4,133,576 )
(3,004,937 )
PROVISION
FOR INCOME TAXES
0
0
NET
LOSS
$ (4,133,576 )
$ (3,004,937 )
NET
LOSS PER SHARE: BASIC AND DILUTED
$ (0.01 )
$ (0.00 )
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
633,180,343
615,222,893 F-23
Preferred Stock
Common Stock
Additional Paid-in
Accumulated
Total Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance, April 1, 2013
—
$ —
1,093,837,500
$ 2,625
$ 49,875
$ (81,930 )
$ (29,430 )
Stock issued for intangible assets
6,000,000
6,000
82,767,038
199
117,774
—
123,973
Share cancellation
—
—
(762,776,434 )
(1,831 )
1,831
—
—
Forgiveness of shareholder debt
—
—
—
—
28,818
—
28,818
Stock split – 416.7 to 1
—
—
—
412,835
(198,298 )
(214,537 )
—
Stock options granted for services
—
—
—
—
663,307
—
663,307
Stock and warrants issued for cash
—
—
583,334
583
174,417
—
175,000
Stock options granted for services
—
—
—
—
23,825
—
23,825
Stock options granted for services
—
—
—
—
1,182,141
—
1,182,141
Net loss for the year ended March 31, 2014
—
—
—
—
—
(3,004,937 )
(3,004,937 )
Balance, March 31, 2014
6,000,000
6,000
414,411,438
414,411
2,043,690
(3,301,404 )
(837,303 )
Stock issued for intangible assets
—
—
220,792,028
220,792
7,683,563
—
7,904,355
Deemed dividend related to intangible assets
—
—
—
—
(7,822,235 )
—
(7,822,235 )
Stock options granted for services
—
—
—
—
815,680
—
815,680
Stock and warrants issued for cash
—
—
2,483,334
2,483
337,517
—
340,000
Stock issued for cash
—
—
79,961,892
79,962
140,038
—
220,000
Stock issued for stock deposits
—
—
1,469,000
1,469
145,581
—
147,050
Stock issued for services
—
—
16,000,000
16,000
780,050
—
796,050
Stock issued for debt conversion
—
—
805,966,265
805,966
(306,280 )
—
499,686
Derivative liability closed to paid-in capital
—
—
—
—
300,904
—
300,904
Stock option modification
—
—
—
—
50,448
—
50,448
Net loss for the year ended March 31, 2014
—
—
—
—
—
(4,133,576 )
(4,133,576 )
Balance, March 31, 2015
6,000,000
$ 6,000
1,541,083,957
$ 1,541,083
$ 4,168,956
$ (7,434,980 )
$ (1,718,941 ) F-24
Year ended
March 31, 2015
Year ended
March 31, 2014
CASH FLOWS
FROM OPERATING ACTIVITIES:
Net loss for the year
$ (4,133,576 )
$ (3,004,937 )
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation expense
473
158
Amortization of debt discount
504,269
0
Change in value of derivative liability
(1,867,621 )
0
Derivative expense
1,809,914
0
Forgiveness of debt
(6,009 )
0
Loss on share issuance
30,000
0
Impairment of intangible
assets
82,120
168,973
Stock issued for services
796,050
0
Stock-based compensation
866,128
1,869,273
Changes in operating assets and liabilities:
Increase in prepaid expenses
(6,017 )
(1,561 )
Increase in accounts
payable
729,600
173,972
Increase (decrease)
in accrued expenses
(250,399 )
451,290
Net Cash Used by Operating
Activities
(1,445,068 )
(342,832 )
CASH FLOWS
FROM INVESTING ACTIVITIES:
Acquisition of fixed assets
0
(1,419 )
Acquisition of intangible
assets
0
(45,000 )
Net Cash Used by Investing
Activities
0
(46,419 )
CASH FLOWS
FROM FINANCING ACTIVITIES:
Loans and interest received (repaid) from/to
related parties
(29,933 )
40,500
Proceeds from stock deposits
0
147,500
Proceeds from sale of common stock and
stock warrants
560,000
175,000
Proceeds from the
issuance of convertible note payable
918,506
37,500
Net Cash Provided
by Financing Activities
1,448,573
400,050
Net Increase in Cash and Cash Equivalents
3,505
10,799
Cash and cash equivalents,
beginning of period
12,387
1,588
Cash
and cash equivalents, end of period
$ 15,892
$ 12,387
SUPPLEMENTAL
CASH FLOW INFORMATION:
Interest paid
$ 0
$ 342
Income taxes paid
$ 0
$ 0
SUPPLEMENTAL
NON-CASH INVESTING AND FINANCING INFORMATION:
Stock deposits reclassified
as common stock and stock warrants
$ 147,050
$ 0
Original issue and debt discounts recorded on
notes payable
$ 612,827
$ 0
Acquisition of intangibles
for stock
$ 82,120
$ 123,973
Debt and interest
converted to common stock and contributed capital
$ 499,686
$ 28,818 F-25 F-26 F-27 F-28
2015
2014
Computer equipment
$ 1,419
$ 1,419
Less: accumulated
depreciation
(631 )
(158 )
Property and equipment,
net
$ 788
$ 1,261
2015
2014
Wages and taxes
175,357
151,290
Accrued interest
25,534
0
Consulting
0
300,000
Total accrued expenses
$ 200,891
$ 451,290 F-29 F-30 F-31 F-32
F-33 F-34 F-35 Date
October
29, 2013
December
11, 2013
March
10, 2014
Warrants
250,000
250,000
83,334
Stock
price on grant date
$
0.30
$
0.02
$
0.02
Exercise price
$
0.50
$
0.50
$
0.50
Expected
life
1 year
1 year
1 year
Volatility
147
%
64
%
65
%
Risk-free rate
0.12
%
0.11
%
0.13
%
Calculated
value
$
10,473
$
0
$
0
Fair value
allocation of proceeds
$
7,381
$
0
$
0
Date
April 4, 2014
April 24, 2014
July 10, 2014
July 29, 2014
Warrants
83,334
1,000,000
700,000
700,000
Stock price on grant date
$ 0.199
$ 0.252
$ 0.037
$ 0.037
Exercise price
$ 0.50
$ 0.35
$ 0.15
$ 0.15
Expected life
1 year
3 year
3 year
3 year
Volatility
113 %
76 %
119 %
119 %
Risk-free rate
0.12 %
0.84 %
0.96 %
0.98 %
Calculated value
$ 3,181
$ 104,416
$ 12,130
$ 12,102
Fair value allocation of proceeds
$ 2,822
$ 73,653
$ 8,637
$ 8,992 F-36
Number
of warrants
Weighted
average
exercise price
Outstanding,
April 1, 2103
-
$0.00
Granted
583,334
$0.50
Exercised
-
-
Outstanding,
March 31, 2014
583,334
$0.50
Granted
2,483,334
$0.24
Exercised
-
-
Outstanding,
March 31, 2015
3,066,668
$0.29
On May 7, 2014, the Company granted 2,500,000 shares to a consultant for prior services rendered. The Company had accrued $300,000 for these services as of March 31, 2014.
On June 16, 2014, the Company issued 1,469,000 shares of common stock for stock deposits of $147,050. The Company had received the deposits during the year ended March 31, 2014.
On July 1, 2014, the Company granted 1,000,000 shares to a professional for prior legal services rendered. The Company had accrued $30,000 for these services as of June 30, 2014. The shares were valued on the grant date at the fair market value of $60,000 resulting in a loss on the issuance of shares of $30,000.
On October 6, 2014, the Company entered into an Asset Assignment Agreement (the “Assignment Agreement”) with Imagic, LLC, a related party, and its principals to acquire certain assets including a US Patent entitled “Compositions and methods of use of Phorbol Esters for the treatment of Hodgkin’s Lymphoma”, and all related intellectual property, inventions and trade secrets, data and clinical study results. In consideration for the intellectual property the Company issued 220,792,028 common shares. These shares were valued at a total of $7,904,355; however, since the asset was acquired from a related party the Company valued the asset at the cost of the asset to the related party, $82,120, and treated the excess value of $7,822,235 as a deemed dividend reducing additional paid in capital.
Also on October 6, 2014, the Board of Directors approved the issuance of 8,000,000 shares of common stock to the CEO and 4,000,000 shares of common stock to the Company’s attorney as bonuses. The shares were valued based on the closing stock price on the grant date for a total value of $429,600.
On November 19, 2015, the Company entered into an agreement with an unrelated vendor to provide six months of consulting services in exchange for 500,000 shares of common stock. The shares were valued based on the closing stock price on the grant date for a total value of $6,450. The entire contract was expensed as of March 31, 2015.
On August 13, 2014, the Company entered into an investment agreement with an investor to invest up to $4,000,000 to purchase the Company’s common stock. The price per share for each investment is determined by the lesser of: (1) 65% of the lowest traded price of the Company’s common stock during the ten consecutive trading days prior to the drawdown notice date or (2) 65% of the closing bid price on the day before the drawdown notice is submitted. During the year ended March 31, 2015, the Company issued 79,961,892 shares of common stock to this investor for total proceeds of $220,000.
C:
| F-37 |
RICH PHARMACEUTICALS, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9 – EQUITY TRANSACTIONS (CONTINUED)
During the year ended March 31, 2015, the Company received twenty-five conversion notices from various note holders. The Company issued the following common shares to satisfy the conversion of the following debt and interest:
| Date | Debt/Interest Converted | Common Stock Issued | Price per Share | |||||||||||
| September 22, 2014 | $ | 12,000 | 550,459 | $ | 0.0218 | |||||||||
| October 1, 2014 | $ | 12,000 | 648,649 | $ | 0.0185 | |||||||||
| October 8, 2014 | $ | 9,000 | 505,618 | $ | 0.0178 | |||||||||
| October 16, 2014 | $ | 6,000 | 454,545 | $ | 0.0132 | |||||||||
| October 29, 2014 | $ | 15,000 | 1,250,000 | $ | 0.0120 | |||||||||
| November 3, 2014 | $ | 10,000 | 819,672 | $ | 0.0122 | |||||||||
| November 7, 2014 | $ | 12,000 | 1,188,119 | $ | 0.0101 | |||||||||
| November 19, 2014 | $ | 18,120 | 2,831,250 | $ | 0.0064 | |||||||||
| December 8, 2014 | $ | 15,000 | 3,488,372 | $ | 0.0043 | |||||||||
| December 15, 2014 | $ | 12,000 | 4,285,714 | $ | 0.0028 | |||||||||
| December 26, 2014 | $ | 17,200 | 7,478,261 | $ | 0.0023 | |||||||||
| February 11, 2015 | $ | 29,900 | 74,750,000 | $ | 0.0004 | |||||||||
| February 12, 2015 | $ | 17,333 | 37,356,055 | $ | 0.00046 | |||||||||
| February 13, 2015 | $ | 17,894 | 37,280,000 | $ | 0.00048 | |||||||||
| February 15, 2015 | $ | 35,730 | 73,924,324 | $ | 0.00048 | |||||||||
| February 17, 2015 | $ | 17,003 | 36,643,945 | $ | 0.00046 | |||||||||
| February 23, 2015 | $ | 20,603 | 47,090,000 | $ | 0.00044 | |||||||||
| February 23, 2015 | $ | 17,003 | 36,643,945 | $ | 0.00046 | |||||||||
| February 24, 2015 | $ | 9,488 | 20,447,291 | $ | 0.00046 | |||||||||
| February 26, 2015 | $ | 42,030 | 105,075,000 | $ | 0.0004 | |||||||||
| February 27, 2015 | $ | 26,880 | 56,000,000 | $ | 0.00048 | |||||||||
| March 2, 2015 | $ | 56,402 | 121,555,062 | $ | 0.00046 | |||||||||
| March 9, 2015 | $ | 33,900 | 47,518,166 | $ | 0.00071 | |||||||||
| March 10, 2015 | $ | 25,200 | 70,000,000 | $ | 0.00036 | |||||||||
| March 20, 2015 | $ | 10,000 | 18,181,818 | $ | 0.00006 | |||||||||
| Total | $ | 498,686 | 805,966,265 | |||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718: Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option, whichever can be more clearly determined.
C:
| F-38 |
RICH PHARMACEUTICALS, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9 – EQUITY TRANSACTIONS (CONTINUED)
During the year ended March 31, 2014, the Company granted 47,503,280 stock options to officers, directors, employees and consultants. During the year ended March 31, 2015, the Company granted 19,750,000 stock options to officers, directors, employees and consultants. Effective January 12, 2015, the Company approved the re-pricing of all 67,253,280 previously granted options under the Company’s 2013 Equity Incentive Plan, which had exercise prices between $.0191984 per share and $0.30 per share, to $0.0017 per share which was the closing price of the Company’s common stock on January 9, 2015. All of the other terms of the options remained unchanged. The Company revalued all existing options on January 12, 2015 using the Black-Scholes option pricing model using the initial terms of the options and the modified terms of the options. The difference in the valuations was recorded as additional expense. The re-pricing of the options resulted in the recognition of an additional $50,448 in related stock based compensation expense for the year ending March 31, 2015.
The following is a summary of the inputs used to determine the value of the options using the Black-Scholes option pricing model.
| Date | September 6, 2013 | February 7, 2014 | March 14, 2014 | May 7, 2014 | July 2 3, 2014 | October 6, 2014 | ||||||||||||||||||
| Options | 41,003,280 | 1,500,000 | 5,000,000 | 3,500,000 | 750,000 | 15,500,000 | ||||||||||||||||||
| Stock price grant date | $ | 0.02 | $ | 0.02 | $ | 0.30 | $ | 0.12 | $ | 0.069 | $ | .0358 | ||||||||||||
| Initial Exercise price | $ | 0.0191984 | $ | 0.0191984 | $ | 0.30 | $ | 0.12 | $ | 0.069 | $ | 0.0191984 | ||||||||||||
| Modified Exercise price | $ | 0.0017 | $ | 0.0017 | $ | 0.0017 | $ | 0.0017 | $ | 0.0017 | $ | 0.0017 | ||||||||||||
| Expected life | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | 5.0 | ||||||||||||||||||
| Volatility | 76 | % | 74 | % | 74 | % | 73 | % | 88 | % | 101 | % | ||||||||||||
| Risk-free rate | 2.94 | % | 2.71 | % | 2.65 | % | 2.56 | % | 2.53 | % | 1.04 | % | ||||||||||||
| Calculated value | $ | 663,307 | $ | 23,825 | $ | 1,182,141 | $ | 315,772 | $ | 45,109 | $ | 454,798 | ||||||||||||
| Modified value | $ | 689,033 | $ | 24,737 | $ | 1,188,971 | $ | 319,750 | $ | 45,840 | $ | 467,069 | ||||||||||||
The following is a summary of the option activity for the years ended March 31, 2015 and 2014:
| Number of options | Weighted
average exercise price | |
| Outstanding, April 1, 2013 | - | $0.00 |
| Granted | 47,503,280 | $0.0017 |
| Exercised | - | - |
| Outstanding, March 31, 2014 | 47,503,280 | $0.0017 |
| Granted | 19,750,000 | $0.0017 |
| Exercised | - | - |
| Expired | - | - |
| Outstanding, March 31, 2015 | 67,253,280 | $0.0017 |
NOTE 10 – COMMITMENTS AND CONTINGENCIES
The Company leases office space on a verbal month-to-month agreement. Monthly rent is approximately $2,600.
The inventor of the intellectual property which was assigned to Rich Pharmaceuticals, Inc. in July 2013 by Imagic, LLC and Richard L. Chang’s Holdings, LLC is presently in declaratory relief litigation with Biosuccess Biotech, Co. LTD. (“Biosuccess”), a company who was previously assigned licensing rights in the intellectual property. In connection with this litigation, on January 17, 2014, the Company received notice of a complaint filed by Biosuccess against the Company, Imagic, LLC, Richard L. Chang’s Holdings, LLC, and Ben Chang (our CEO and a director) in the United States District Court, Central District of California Western Division (the “District Court”). The Complaint includes allegations of patent and copyright infringement, misappropriation of trade secrets, breach of fiduciary duty, unfair competition and other causes of actions against the Company, Imagic, LLC, Richard L. Chang’s Holdings, LLC, and Ben Chang (the “Litigation”). The Complaint seeks relief which includes compensatory damages, attorneys’ fees and costs, an award of treble damages, and such other relief as the court may deem just and proper. In January 2015, the trial in the Litigation was concluded in the Court. The Court has not rendered a verdict in the Litigation as of the date of this filing.
C:| F-39 |
RICH PHARMACEUTICALS, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 10 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company believes the allegations in the complaint are without merit and the Company intends to defend itself in the Litigation. However, the Company has incurred expenses and the diversion of financial resources and management personnel in responding to the complaint. Additionally, an adverse determination against the Company in the Litigation may subject us to significant liabilities or require us to seek licenses that may not be available from third parties on commercially favorable terms, if at all. Further, an adverse determination against the Company in the Litigation may require us to pay substantial financial damages, which can be tripled if the infringement is deemed willful, or be required to discontinue or significantly delay development, marketing, selling and licensing of the Company’s affected products and intellectual property rights.
NOTE 11 – LIQUIDITY AND GOING CONCERN
The Company has a working capital deficit, has not yet received revenues from sales of products or services, and has incurred losses since inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 12 – INCOME TAXES
As of March 31, 2015, the Company had net operating loss carry forwards of approximately $7,220,443 that may be available to reduce future years’ taxable income in varying amounts through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the years ended March 31, 2015 and 2014:
| 2015 | 2014 | ||||||
| Federal income tax benefit attributable to: | |||||||
| Current operations | $ | 1,405,416 | $ | 1,021,679 | |||
| Less: valuation allowance | (1,405,416 | ) | (1,021,679 | ) | |||
| Net provision for Federal income taxes | $ | 0 | $ | 0 | |||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of March 31, 2015 and 2014:
| March 31, 2015 | March 31, 2014 | ||||||
| Deferred tax asset attributable to: | |||||||
| Net operating loss carryover | $ | 2,454,951 | $ | 1,049,535 | |||
| Less: valuation allowance | (2,454,951 | ) | (1,049,535 | ) | |||
| Net deferred tax asset | $ | 0 | $ | 0 | |||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $7,220,443 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
C:| F-40 |
RICH PHARMACEUTICALS, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 13 – SUBSEQUENT EVENTS
On April 6, 2015, the Company approved an amendment to their 2013 Equity Incentive Plan. This amendment increases the reserved common shares for the plan to 390,004,800.
On April 16, 2015, in conjunction with the April 6, 2015 amendment, the board approved the issuance of 204,000,250 new options with an exercise price of $0.0008, grant date of April 16, 2015, and term of 5 years.
On April 22, 2015, the Company sold 10,037,107 common shares for $5,405 cash, at a per share price of $0.000498.
On June 25, 2015, the Company sold 154,245,477 common shares for $10,797 cash, at a per share price of $0.00007.
On July 7, 2015, the Company sold 161,942,326 shares of common stock for $11,336 in cash or $0.00007 per share.
On July 15, 2015, the Company sold 143,928,240 shares of common stock for $10,075 in cash, or $0.00007 per share.
On June 9, 2015, the Company granted 90,000,000 stock warrants to a legal firm for services rendered.
The Company issued the following common shares to satisfy the conversion of the following debt subsequent to the March 31, 2015 year end:
| Date | Debt/Interest Converted | Common Stock Issued | Price per Share | |||||||||||
| April 1, 2015 | $ | 16,650 | 41,111,111 | $ | 0.00041 | |||||||||
| April 6, 2015 | $ | 10,000 | 20,964,361 | $ | 0.00048 | |||||||||
| April 8, 2015 | $ | 15,309 | 45,356,111 | $ | 0.00034 | |||||||||
| April 8, 2015 | $ | 20,000 | 45,454,545 | $ | 0.00044 | |||||||||
| April 9, 2015 | $ | 14,320 | 32,545,455 | $ | 0.00044 | |||||||||
| April 14, 2015 | $ | 10,000 | 23,696,682 | $ | 0.00042 | |||||||||
| April 16, 2015 | $ | 1,918 | 5,300,000 | $ | 0.00036 | |||||||||
| April 21, 2015 | $ | 10,000 | 25,974,026 | $ | 0.00039 | |||||||||
| April 29, 2015 | $ | 15,000 | 38,961,039 | $ | 0.00039 | |||||||||
| May 4, 2015 | $ | 5,083 | 13,146,439 | $ | 0.00039 | |||||||||
| May 12, 2015 | $ | 28,456 | 90,337,960 | $ | 0.00031 | |||||||||
| May 20, 2015 | $ | 20,199 | 94,764,514 | $ | 0.00021 | |||||||||
| May 20, 015 | $ | 17,240 | 78,363,636 | $ | 0.00022 | |||||||||
| May 27, 2015 | $ | 13,568 | 70,180,137 | $ | 0.00019 | |||||||||
| May 29, 2015 | $ | 15,000 | 88,235,295 | $ | 0.00017 | |||||||||
| June 11, 2015 | $ | 9,897 | 94,260,947 | $ | 0.00010 | |||||||||
| June 16, 2015 | $ | 14,100 | 117,500,000 | $ | 0.00012 | |||||||||
| June 16, 2015 | $ | 13,565 | 113,041,667 | $ | 0.00012 | |||||||||
| June 22, 2015 | $ | 7,415 | 123,583,333 | $ | 0.00006 | |||||||||
| June 22, 2015 | $ | 14,384 | 247,992,413 | $ | 0.00006 | |||||||||
| June 23, 2015 | $ | 7,752 | 129,200,000 | $ | 0.00006 | |||||||||
| Total | $ | 279,857 | 1,539,969,671 | |||||||||||
C:
| F-41 |
RICH PHARMACEUTICALS, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 13 – SUBSEQUENT EVENTS (CONTINUED)
On May 5, 2015, the Company issued a convertible note payable in the amount of $137,800 including an original issue discount of $7,800. This loan contains a front-end funding of $68,900 and a back-end funding of $68,900. The note bears 8% interest and is due on May 5, 2016. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 42% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
On May 6, 2015, the Company issued a convertible note payable in the amount of $10,500. The note bears 8% interest and is due on February 8, 2016. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the thirty (30) trading day period ending on the latest complete trading day prior to the conversion date.
On May 28, 2015, the Company issued a convertible note payable in the amount of $15,000. The note bears a one-time 8% interest rate and is due on May 28, 2016. The loan becomes convertible on November 28, 2015, six months from the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 65% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. However, if the market price during the 20 day trading period (mentioned above) is below $0.03, then the conversion factor will be reduced to 55%.
On September 4, 2015, the Company issued a convertible note payable in the amount of $19,000. The note bears 8% interest rate and is due on June 4, 2016. The loan becomes convertible on March 2, 2016, 180 days after the issue date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the two lowest trading price for the common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date.
During the subsequent quarter the Company borrowed $13,600 from related parties. The debt bears no interest and is payable at the convenience of the Company.
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.
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| F-42 |
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item. 13 Other Expenses Of Issuance And Distribution.
| Securities and Exchange Commission registration fee | $ | 21.78 | ||
| Federal Taxes | $ | 0 | ||
| State Taxes and Fees | $ | 0 | ||
| Transfer Agent Fees | $ | 500 | ||
| Accounting fees and expenses | $ | 5,000 | ||
| Legal fees and expense | $ | 15,000 | ||
| Blue Sky fees and expenses | $ | 0 | ||
| Miscellaneous | $ | 0 | ||
| Total | $ | 20,521.78 |
All amounts are estimates other than the Commission’s registration fee and Legal fees and expenses. The Company is responsible for paying these fees.
Item. 14 Indemnification of Directors And Officers.
Nevada Revised Statute 78.037 permits a corporation to eliminate or limit the personal liability of a director or officer to the corporation or its stockholders for damages relating to breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (b) the payment of distributions in violation of Nevada Revised Statute 78.300.
Nevada Revised Statutes 78.7502 provides as follows with respect to indemnification of directors, officers, employees and agents:
| (a) | We may indemnify any person who was or is a party or is threatened to be made a party to any action, except an action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (i) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. | |
| (b) | We may indemnify any person who was or is a party or is threatened to be made a party to any action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (i) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interest. We may not indemnify him for any claim, issue or matter as to which he has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to us or for amounts paid in settlement to us, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. | |
| (c) | To the extent that our director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, we are required to indemnify him against expenses, including attorneys’ fees actually and reasonably incurred by him in connection with the defense. |
Our Articles of Incorporation and Bylaws provide for elimination of any liability of our directors and officers and indemnity of our directors and officers to the fullest extent permitted by Nevada law.
The above-described provisions relating to the exclusion of liability and indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers and to persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Item. 15 Recent Sales of Unregistered Securities.
Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act:
On September 28, 2015, the Company issued 166,666,667 shares of Company common stock to satisfy the conversion of $10,000.00 of a convertible note payable with KBM Worldwide, Inc. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On August 28, 2015, the Company issued a convertible note payable (the “Note”) in the amount of $15,000 to LG Capital Funding LLC. The Note bears 8% interest and is due on April 28, 2016. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the market price, which is the average of the lowest trading price for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On June 22, 2015, the Company issued 123,583,333 shares of Company common stock to satisfy the conversion of $7,415.00 of a convertible note payable with KBM Worldwide, Inc. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On June 22, 2015, the Company issued 247,992,413 shares of Company common stock to satisfy the conversion of $14,383.56 of a convertible note payable with LG Capital Funding, LLC. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On June 17, 2015, the Company issued 117,500,000 shares of Company common stock to satisfy the conversion of $14,100.00 of a convertible note payable with JMJ Financial. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On June 23, 2015, the Company issued 129,200,000 shares of Company common stock to satisfy the conversion of $7,752.00 of a convertible note payable with JMJ Financial. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
C:| 43 |
On June 16, 2015, the Company issued 113,041,667 shares of Company common stock to satisfy the conversion of $13,565.00 of a convertible note payable with KBM Worldwide, Inc. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On June 12, 2015, the Company issued 94,260,947 shares of Company common stock to satisfy the conversion of $9,897.40 of a convertible note payable with JSJ Investments, Inc. The issuances of shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On June 9, 2015, the Company issued its legal counsel, Steven James Davis, A Professional Corporation, a warrant to purchase up to 90,000,000 shares of common stock at an exercise price of $0.0002 per share which was the closing price of the Company’s common stock on June 8, 2015. The warrants have a term of 5 years. The issuance of the warrants was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the warrants was an accredited investor.
On May 29, 2015, the Company completed a financing with Typenex Co-Investment, LLC (“Typenex”) pursuant to a Securities Purchase Agreement (the “SPA”), Secured Convertible Promissory Note in the principal amount of $362,500 (the “Secured Note”), a Security Agreement (the “Security Agreement”), and seven Secured Investor Notes issued by Typenex (the “Investor Notes”). The Secured Note permits Typenex to fund amounts to the Company in an initial tranche of $16,000; a subsequent tranche of $16,500; and up to six additional tranches of $55,000. The Secured Note bears interest at the rate of 10% and must be repaid on or before the twelve month anniversary of the funding dates. The Secured Note may be converted by Typenex into shares of Company common stock at a conversion price equal to 65% of the market price (as determined in the Secured Note). The Secured Note is secured by the Investor Notes issued by Typenex in favor of the Company. The SPA and Secured Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Secured Note in the event of such defaults. The foregoing is only a brief description of the material terms of the SPA, Secured Note, Security Agreement and Investor Notes, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to our Current Report filed with the SEC on June 2, 2015. The issuance of the Secured Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Secured Note was an accredited investor.
On May 29, 2015, the Company issued 88,235,295 shares of Company common stock to satisfy the conversion of $15,000 of a convertible note payable with KBM Worldwide, Inc. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On May 28, 2015, the Company issued 78,363,636 shares of Company common stock to satisfy the conversion of $17,240 of a convertible note payable with Typenex Co-Investment, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
C:| 44 |
On May 27, 2015, the Company issued 70,180,137 shares of Company common stock to satisfy the conversion of $13,280 of a convertible note payable with LG Capital Funding, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On May 21, 2015, the Company issued 94,764,514 shares of Company common stock to satisfy the conversion of $20,199.06 of a convertible note payable with JSJ Investments, Inc. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On May 12, 2015, the Company issued 90,337,960 shares of Company common stock to satisfy the conversion of $28,456.46 of a convertible note payable with JSJ Investments, Inc. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On May 6, 2015, the Company issued a Convertible Promissory Note Payable (the “Note”) in the amount of $10,500 to Vis Veres Group, Inc. The Note bears 8% interest and is due on nine months after the date of issuance. The Note becomes convertible 180 days after the date of the Note. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On May 6, 2015, the Company entered into a Securities Purchase Agreement with LG Capital Funding LLC (“LG”) providing for the purchase of two Convertible Promissory Notes in the in the aggregate principal amount of $137,800, with the first note being in the amount of $68,900 and the second note being in the amount of $68,900 (the “Note” or “Notes”). The Notes contain a 6% original issue discount such that the purchase price of each Note is $65,000. The first Note was funded on execution of the Note. The second Note shall initially be paid for by the issuance of an offsetting $65,000 secured note issued by LG to the Company. The funding of the second Note is subject to certain conditions as described in the second Note. The Notes bear interest at the rate of 8% per annum; are due and payable on May 5, 2016; and may be converted by LG at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 58% of the market price (as determined in the Notes) calculated at the time of conversion. The Notes also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Notes was an accredited investor.
On May 4, 2015, the Company issued 13,146,439 shares of Company common stock to satisfy the conversion of $5,000 of a convertible note payable with LG Capital Funding, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
C:| 45 |
On April 30, 2015, the Company issued 38,961,039 shares of Company common stock to satisfy the conversion of $15,000 of a convertible note payable with Typenex Co-Investment, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 21, 2015, the Company issued 25,974,026 shares of Company common stock to satisfy the conversion of $10,000 of a convertible note payable with Typenex Co-Investment, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 20, 2015, the Company issued 5,300,000 shares of Company common stock to satisfy the conversion of $1,898.45 of a convertible note payable with Toledo Advisors, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 15, 2015, the Company issued 23,696,682 shares of Company common stock to satisfy the conversion of $10,000 of a convertible note payable with Typenex Co-Investment, LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 9, 2015, the Company issued 32,545,455 shares of Company common stock to satisfy the conversion of $14,320 of a previously issued convertible note payable with KBM Worldwide Inc. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 8, 2015, the Company issued 45,454,545 shares of Company common stock to satisfy the conversion of $20,000.00 of a previously issued convertible note payable with KBM Worldwide Inc. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 8, 2015, the Company issued 45,356,111 shares of Company common stock to satisfy the conversion of $15,307.69 of a previously issued convertible note payable with Auctus Private Equity Fund LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
C:| 46 |
On April 7, 2015, the Company issued 20,964,361 shares of Company common stock to satisfy the conversion of $10,000 of a previously issued convertible note payable with Typenex Co-Investment LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On April 2, 2015, the Company issued 41,111,111 shares of Company common stock to satisfy the conversion of $16,650.00 of a previously issued convertible note payable with Auctus Private Equity Fund LLC. . The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On March 30, 2015, the Company issued 18,181,818 shares of Company common stock to satisfy the conversion of $10,000 of a previously issued convertible note payable with Typenex Co-Investment LLC. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On March 31, 2015, the Company completed a financing pursuant to a Securities Purchase Agreement (the “SPA”) and two Convertible Promissory Notes in the aggregate principal amount of $59,360 (the “Notes”) with Adar Bays, LLC (“Adar Bays”). The Notes bear interest at the rate of 8% and must be repaid on or before November 26, 2015 and March 26, 2016. The Notes may be converted by Adar Bays at any time after the date of issuance into shares of Company common stock at a conversion price equal to 58% of the market price (as determined in the Notes). One of the Notes is secured by a collateralized secured promissory note issued by Adar Bays to the Company. The SPA and Notes also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.
On March 26, 2015, the Company issued 70,000,000 shares of Company common stock to satisfy the conversion of $25,200 of a convertible note payable with Auctus Private Equity Fund, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On March 11, 2015, the Company completed a financing pursuant to a Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $55,000 (the “Note”) with Auctus Private Equity Fund, LLC (“Auctus”) pursuant to which Auctus funded $52,750 to the Company after the deduction of fees of $2,250. The Note bears interest at the rate of 8% and must be repaid on or before December 9, 2015. The Note may be converted by Auctus at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 55% of the market price (as determined in the Note). The SPA and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.
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On March 10, 2015, the Company issued 47,518,166 shares of Company common stock to satisfy the conversion of $33,899.46 of a convertible note payable with LG Capital Funding, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On March 5, 2015, the Company issued 121,555,062 shares of Company common stock to satisfy the conversion of $56,405.55 of a convertible note payable with Toledo Advisors, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On March 2, 2015, the Company issued 56,000,000 shares of Company common stock to satisfy the conversion of $26,880 of a convertible note payable with JMJ Financial. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 26, 2015, the Company issued 105,075,000 shares of Company common stock to satisfy the conversion of $42,030 of a convertible note payable with Vista Capital Investments, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 24, 2015, the Company issued 36,643,945 shares of Company common stock to satisfy the conversion of $17,002.79 of a convertible note payable with Toledo Advisors, LLC, and on February 25, 2015 the Company issued 20,447,291 shares of Company common stock to satisfy the conversion of $9,487.54 of the same note payable Toledo Advisors, LLC. The issuances of the shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuances of the securities were isolated private transactions by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuances of shares were pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 24, 2015, the Company issued 47,090,000 shares of Company common stock to satisfy the conversion of $22,603.20 of a convertible note payable with JMJ Financial. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 23, 2015, the Company issued 36,643,945 shares of Company common stock to satisfy the conversion of $17,002.79 of a convertible note payable with Toledo Advisors, LLC, and on February 24, 2015 the Company issued 20,447,291 shares of Company common stock to satisfy the conversion of $9,487.54 of the same note payable Toledo Advisors, LLC. The issuances of the shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuances of the securities were isolated private transactions by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuances of shares were pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 23, 2015, the Company issued 47,090,000 shares of Company common stock to satisfy the conversion of $22,603.20 of a convertible note payable with JMJ Financial. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
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On February 18, 2015, the Company closed a financing pursuant to which it issued a convertible note payable (the “Note”) in the amount of $54,000 to KBM Worldwide, Inc. The Note bears 8% interest and is due on November 9, 2015. The Note becomes convertible 180 days after the date of the Note. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On February 15, 2015, the Company issued 73,924,324 shares of Company common stock to satisfy the conversion of $35,730.09 of a convertible note payable with LG Capital Funding LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 12, 2015, the Company issued 37,356,055 shares of Company common stock to satisfy the conversion of $17,333.21 of a convertible note payable with Toledo Advisors, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On February 11, 2015, the Company issued 74,750,000 shares of Company common stock to satisfy the conversion of $29,900 of a convertible note payable with Vista Capital Investments, LLC. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On January 13, 2015, the Company and KBM Worldwide, Inc. (“KBM”) completed a financing pursuant to which the Company issued a Convertible Promissory Note in the original principal amount of $33,000 (the “Note”), and KBM funded the Company $30,000 after the deduction of KBM legal fees of $3,000. The Note bears 8% interest and is due on October 13, 2015. The Note becomes convertible 180 days after the date of the Note. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
The Company issued the following shares of Company common stock to satisfy the conversion of a total of $62,320 of debt under convertible notes payable to KMB Worldwide, Inc.:
| Date | Conversion Amount | Shares Issued | ||||||||
| November 19, 2014 | $ | 18,120 | 2,831,250 | |||||||
| December 8, 2014 | $ | 15,000 | 3,488,372 | |||||||
| December 15, 2014 | $ | 12,000 | 4,285,714 | |||||||
| December 26, 2014 | $ | 17,200 | 7,478,261 |
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The issuances of the shares were made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuances of the securities were isolated private transactions by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuances of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On November 7, 2014, the Company issued a Convertible Promissory Note to JSJ Investments, Inc. (“JSJ”) in the original principal amount of $55,00 (the “Note”), pursuant to which JSJ agreed to fund the Company $53,000 after the deduction of JSJ legal fees of $2,000. The principal amount under the Note accrues interest at the rate of 12% per annum. The Note is due and payable on demand by JSJ at any time on or after May 6, 2015. The Note may be converted by JSJ at any time into shares of Company common stock at a conversion price equal to a 47.5% discount to the lowest daily volume weighted average price for the 20 trading days prior to conversion. The Note may be prepaid by the Company at a premium as provided in the Note. The Note also contains certain representations, warranties, covenants and events of default. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.
On October 7, 2014, the Company issued a convertible note payable (the “Note”) in the amount of $33,000 to KBM Worldwide, Inc. The Note bears 8% interest and is due on July 9, 2015. The Note becomes convertible 180 days after the date of the Note. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On October 6, 2014, the Company granted Ben Chang 8,000,000 bonus shares of the Company’s restricted common stock and granted the Company’s outside legal counsel 4,000,000 shares of Company’s restricted common stock. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor in each issuance; (c) there were no subsequent or contemporaneous public offerings of the securities by us; and (d) the securities were not broken down into smaller denominations.
On October 6, 2014, 2014, the Company executed an Assignment Agreement (the “Assignment Agreement”) with Richard L. Chang Holding's, LLC (“Holdings LLC”) and Imagic LLC (“Imagic LLC”) pursuant to which Holdings LLC and Imagic LLC exercised the option under the Memorandum of Understanding and Asset Assignment Agreement dated July 26, 2013 to assign any and all interest it had in the indication, patents and intellectual property related to treatment of Hodgkin’s Lymphoma, utility patent application number 61998397, entitled COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF HODGKIN’S LYMPHOMA pursuant to the terms of the Assignment Agreement. In connection with the Assignment Agreement, the Company issued 220,792,028 shares of the Company’s restricted common stock to Imagic LLC in accordance with the terms and subject to the conditions set forth in the Assignment. Imagic LLC is owned and controlled by Ben Chang. This issuance of shares was made in reliance on the exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the third party and the Company; and (f) the recipient of the securities was an accredited investor.
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On September 24, 2014, the Company entered into Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $55,000 (the “Note”) with Auctus Private Equity Fund, LLC (“Auctus”) pursuant to which Auctus funded $50,000 to the Company after the deduction of fees of $5,000. The Note bears interest at the rate of 8% and must be repaid on or before June 23, 2015. The Note may be converted by Auctus at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 55% of the market price (as determined in the Note). The SPA and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.
On September 22, 2014 the Company issued 550,459 shares at $0.218 per share to satisfy the conversion of $12,000 of a $37,500 convertible note payable, leaving a remaining principal balance owing of $25,500. The issuance of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.
On September 19, 2014, the Company entered into the Master Convertible Promissory Note with Typenex Co-Investment LLC (“TCI”) in the original principal amount of $64,500 (the “Note”), pursuant to which TCI funded $55,000 to the Company after the Original Issue Discount of $5,000 and the deduction of TCI legal fees of $4,000. The Note may be repaid at any time during the first 90 days in which event the interest rate shall be 0%. After 90 days, the Note has a one time interest charge of 12% and may be repaid only upon the consent of TCI and at an amount equal to 125% of the outstanding balance. The Note is due and payable one year after the date of issuance, and may be converted by TCI at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price (as determined in the Note) calculated at the time of conversion, or 55% of the market price (as determined in the Note) if the Company’s stock price is below $.03 (as determined in the Note). The Note also provides that, with the consent of the Company, TCI may fund up to two additional Convertible Promissory Notes in the amount of $60,500 each on terms similar to the Note. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.
On August 14, 2014, the Company entered into a Securities Purchase Agreement with Toledo Advisors LLC (“Toledo”) providing for the purchase of two Convertible Promissory Notes in the in the aggregate principal amount of $116,600, with the first note being in the amount of $58,300 and the second note being in the amount of $58,300 (the “Note” or “Notes”). The Notes contain a 6% original issue discount such that the purchase price of each Note is $55,000. The first Note was funded on execution of the Note. The second Note shall initially be paid for by the issuance of an offsetting $55,000 secured note issued by Toledo to the Company. The funding of the second Note is subject to certain conditions as described in the second Note. The Notes bear interest at the rate of 8% per annum; are due and payable on August 15, 2015; and may be converted by Toledo at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 58% of the market price (as determined in the Notes) calculated at the time of conversion. The Notes also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Notes was an accredited investor.
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On August 14, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding LLC (“LG”) providing for the purchase of two Convertible Promissory Notes in the in the aggregate principal amount of $133,560, with the first note being in the amount of $66,780 and the second note being in the amount of $66,780 (the “Note” or “Notes”). The Notes contain a 6% original issue discount such that the purchase price of each Note is $63,000. The first Note was funded on execution of the Note. The second Note shall initially be paid for by the issuance of an offsetting $63,000 secured note issued by LG to the Company. The funding of the second Note is subject to certain conditions as described in the second Note. The Notes bear interest at the rate of 8% per annum; are due and payable on August 15, 2015; and may be converted by LG at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 58% of the market price (as determined in the Notes) calculated at the time of conversion. The Notes also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Notes was an accredited investor.
On August 14, 2014, the Company entered into a Convertible Promissory Note with Vista Capital Investments, LLC (“Vista”) in the original principal amount of $250,000 (the “Note”), pursuant to which Vista funded $55,000. The Note has a one time interest charge of 12%; is due and payable two years after the date of issuance; and may be converted by Vista at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price (as determined in the Note) calculated at the time of conversion. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was
On August 12, 2014, the Company entered into a Convertible Promissory Note with JMJ Financial (“JMJ”) in the original principal amount of $350,000 (the “Note”), pursuant to which JMJ funded $55,000. The Note is interest free for the first 90 days and has a one time interest charge of 12% if not repaid in the first 90 days; is due and payable two years after the date of issuance; and may be converted by JMJ at any time after 180 days of the date of issuance into shares of Company common stock at a conversion price equal to 60% of the market price (as determined in the Note) calculated at the time of conversion. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Note was an accredited investor.
On May 21, 2014, the Company issued a convertible note payable in the amount of $42,500. The note bears 8% interest and is due on February 23, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The issuance of the note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On April 15, 2014, the Company issued 1,000,000 units at $0.25 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.35 and a three year term. The issuance of shares and warrants was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
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On April 8, 2014, the Company issued a convertible note payable in the amount of $53,000. The note bears 8% interest and is due on January 14, 2015. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The issuance of the note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On April 4, 2014, the Company issued 83,334 units at $0.30 per unit. Each unit consisted of 1 share of common stock and one common stock warrant with an exercise price of $0.50 and a one year term. The issuance of shares and warrants was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On March 20, 2014, the Company issued a convertible promissory note in the amount of $37,500. The note is due on December 13, 2014 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company's common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the period ended March 31, 2014, the Company has not converted any portion of this note into shares of common stock. The issuance of the note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
On March 10, 2014 the Company issued 83,334 shares of Company common stock at Thirty Cents ($.30) per share, and warrants to purchase 83,334 shares of Company common stock at Fifty Cents ($.50) per share for a one year term. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.
Effective as of October 29, 2013, we sold 250,000 shares of our common stock, and warrants to purchase 250,000 shares of Company common stock at fifty cents ($.50) per share for a one year term, to an accredited investor for a total purchase price of $75,000.00. These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented its intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Effective as of December 11, 2013, we sold 250,000 shares of our common stock and warrants to purchase 250,000 shares of Company common stock at fifty cents ($.50) per share for a one year term, to an accredited investor for a total purchase price of $75,000.00. These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented its intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
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On July 18, 2013, we designated, from our 10,000,000 authorized shares of preferred stock, par value $0.001, 6,000,000 shares of Series “A” Preferred Stock. Our Series “A” Preferred Stock has voting rights of 100 votes per share and vote with common shares as a single class. On July 18, 2013, we entered into a Memorandum of Understanding and Asset Assignment Agreement with Imagic, LLC dba Rich Pharmaceuticals and Richard L. Chang’s Holdings, LLC to acquire certain assets including United States Patent No. 6,063,814 entitled “Phorbol esters as anti-neoplastic and white blood cell elevating agents” and all related intellectual property associated with the patent. In consideration for the newly acquired assets, we agreed to issue Imagic, LLC a total of 198,625 pre-split shares of our common stock and to issue Ben Chang 6,000,000 of our newly created Series “A” Preferred Stock with super voting rights. These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 16 Exhibits and Financial Statement Schedules.
| Exhibit No. | Description |
| 3.1 | Articles of Incorporation (1) |
| 3.2 | Bylaws (1) |
| 3.3 | Certificate of Designations of Series A Preferred Stock, dated July 18, 2013 (2) |
| 3.4 | Articles of Merger (3) |
| 3.5 | Amendment to Articles of Incorporation (4) |
| 5.1 | Opinion of The Doney Law Firm (5) |
| 10.38 | Amended and Restated Investment Agreement dated May 19, 2015 with LG Capital Funding , LLC (5) |
| 23.1 | Consent of Silberstein Ungar, PLLC* |
23.2 |
Consent of The Doney Law Firm (5) |
| 23.3 | Consent of KLJ & Associates* |
| 101 | XBRL |
* Filed herein.
| (1) | Incorporated herein by reference to the registration statement on Form S-1 filed with the SEC on April 25, 2011. | ||
| (2) | Incorporated herein by reference to the current report on Form 8-K filed with the SEC on July 24, 2013. | ||
| (3) | Incorporated herein by reference to the current report on Form 8-K filed with the SEC on August 27, 2013. | ||
| (4) | Incorporated herein by reference to the current report on Form 8-K filed with the SEC on October 2, 2013. | ||
| (5) | Incorporated herein by reference to the Form S-1 filed with the SEC on May 21, 2015. |
||
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Item 17. Undertakings.
Undertaking Required by Item 512 of Regulation S-K.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | to file, during any period in which it offers or sells securities are being made, a post-effective amendment to this Registration Statement to: |
| (i) | include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this rule do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is not part of the registration statement. |
Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to item 1100(c) of Regulation AB.
| (2) | For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. |
| (3) | File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. |
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| (b) | For determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (1) | Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; |
| (2) | Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; |
| (3) | The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and |
| (4) | Any other communication that is an offer in the offering made by the registrant to the purchaser. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| (d) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
If the registrant is relying on Rule 430B:
| (i) | Each prospectus filed by the registrant pursuant to 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of a registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
If the registrant is relying on Rule 430A:
| (i) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (ii) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Form S-1 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Beverly Hills, California on October 7, 2015.
| RICH PHARMACEUTICALS, INC. | ||
| By: | /s/ Ben Chang | |
| Ben Chang | ||
| Chief Executive Officer, Chief Financial Officer and Chairman of the Board | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Ben Chang | Chief Executive Officer, Chief Financial Officer and Chairman of the Board | October 7, 2015 | ||
| Ben Chang | (Principal Executive Officer and Principal Financial and Accounting Officer) | |||
| /s/ Richard Salvador | Director | October 7, 2015 | ||
| Richard Salvador | ||||
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| This ‘POS AM’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/25/17 | ||||
| 12/16/16 | 8-K | |||
| 8/19/16 | ||||
| 8/14/16 | ||||
| 6/4/16 | ||||
| 5/28/16 | ||||
| 5/5/16 | ||||
| 4/28/16 | ||||
| 3/31/16 | 10-K, NT 10-K | |||
| 3/26/16 | ||||
| 3/23/16 | ||||
| 3/2/16 | ||||
| 2/8/16 | 8-K, 8-K/A | |||
| 12/9/15 | 8-K | |||
| 11/28/15 | ||||
| 11/26/15 | ||||
| 11/19/15 | ||||
| 11/9/15 | 8-K | |||
| 10/13/15 | 8-K, EFFECT | |||
| Filed on: | 10/7/15 | 8-K | ||
| 9/28/15 | ||||
| 9/18/15 | ||||
| 9/17/15 | 10-K | |||
| 9/4/15 | ||||
| 8/28/15 | ||||
| 8/15/15 | ||||
| 8/14/15 | NT 10-Q | |||
| 8/4/15 | ||||
| 7/15/15 | ||||
| 7/9/15 | ||||
| 7/7/15 | ||||
| 7/6/15 | ||||
| 6/30/15 | 10-Q, NT 10-Q | |||
| 6/25/15 | ||||
| 6/23/15 | ||||
| 6/22/15 | 8-K, EFFECT | |||
| 6/17/15 | 8-K, CORRESP | |||
| 6/16/15 | ||||
| 6/12/15 | 8-K | |||
| 6/11/15 | S-1/A | |||
| 6/10/15 | ||||
| 6/9/15 | ||||
| 6/8/15 | ||||
| 6/2/15 | 8-K | |||
| 5/29/15 | ||||
| 5/28/15 | ||||
| 5/27/15 | ||||
| 5/21/15 | S-1 | |||
| 5/20/15 | ||||
| 5/19/15 | ||||
| 5/12/15 | 8-K | |||
| 5/6/15 | 8-K | |||
| 5/5/15 | ||||
| 5/4/15 | ||||
| 4/30/15 | 8-K | |||
| 4/29/15 | ||||
| 4/22/15 | ||||
| 4/21/15 | ||||
| 4/20/15 | ||||
| 4/16/15 | ||||
| 4/15/15 | ||||
| 4/14/15 | 8-K | |||
| 4/9/15 | ||||
| 4/8/15 | 4, 8-K | |||
| 4/7/15 | 8-K | |||
| 4/6/15 | 4, 8-K | |||
| 4/2/15 | ||||
| 4/1/15 | ||||
| 3/31/15 | 10-K, NT 10-K | |||
| 3/30/15 | ||||
| 3/26/15 | 8-K | |||
| 3/20/15 | ||||
| 3/11/15 | ||||
| 3/10/15 | 8-K | |||
| 3/9/15 | ||||
| 3/5/15 | ||||
| 3/2/15 | 8-K, 8-K/A | |||
| 2/27/15 | ||||
| 2/26/15 | ||||
| 2/25/15 | 10-Q/A | |||
| 2/24/15 | 8-K, 8-K/A | |||
| 2/23/15 | 10-Q, 8-K, SC 13G | |||
| 2/18/15 | SC 13G | |||
| 2/17/15 | NT 10-Q, SC 13G | |||
| 2/15/15 | ||||
| 2/13/15 | ||||
| 2/12/15 | ||||
| 2/11/15 | ||||
| 2/5/15 | ||||
| 2/2/15 | ||||
| 1/14/15 | ||||
| 1/13/15 | ||||
| 1/12/15 | 4, 8-K | |||
| 1/9/15 | ||||
| 12/31/14 | 10-Q, 10-Q/A, NT 10-Q | |||
| 12/26/14 | ||||
| 12/16/14 | ||||
| 12/15/14 | ||||
| 12/13/14 | ||||
| 12/8/14 | ||||
| 11/25/14 | ||||
| 11/19/14 | 10-Q, 10-Q/A | |||
| 11/7/14 | 8-K | |||
| 11/6/14 | 424B3 | |||
| 11/3/14 | ||||
| 11/1/14 | ||||
| 10/29/14 | ||||
| 10/16/14 | ||||
| 10/8/14 | 8-K | |||
| 10/7/14 | ||||
| 10/6/14 | 4, 8-K, EFFECT | |||
| 10/1/14 | ||||
| 9/30/14 | 10-Q, 10-Q/A, NT 10-Q | |||
| 9/24/14 | ||||
| 9/23/14 | ||||
| 9/22/14 | S-1 | |||
| 9/19/14 | 8-K | |||
| 9/18/14 | ||||
| 9/16/14 | ||||
| 8/19/14 | 10-Q | |||
| 8/14/14 | ||||
| 8/13/14 | NT 10-Q | |||
| 8/12/14 | 8-K | |||
| 7/29/14 | 8-K | |||
| 7/23/14 | ||||
| 7/15/14 | 10-K | |||
| 7/10/14 | ||||
| 7/1/14 | ||||
| 6/30/14 | 10-Q, NT 10-Q | |||
| 6/16/14 | ||||
| 6/9/14 | ||||
| 5/21/14 | ||||
| 5/7/14 | ||||
| 4/24/14 | ||||
| 4/15/14 | ||||
| 4/8/14 | ||||
| 4/4/14 | ||||
| 3/31/14 | 10-K, NT 10-K | |||
| 3/20/14 | ||||
| 3/14/14 | ||||
| 3/11/14 | ||||
| 3/10/14 | ||||
| 2/7/14 | ||||
| 1/17/14 | 10-Q/A, 8-K | |||
| 12/11/13 | ||||
| 11/1/13 | ||||
| 10/30/13 | ||||
| 10/29/13 | ||||
| 10/2/13 | 8-K | |||
| 10/1/13 | ||||
| 9/12/13 | 8-K | |||
| 9/6/13 | 3, 4, 8-K | |||
| 9/5/13 | ||||
| 9/3/13 | ||||
| 8/27/13 | 8-K | |||
| 8/26/13 | 8-K | |||
| 7/26/13 | ||||
| 7/24/13 | 8-K | |||
| 7/19/13 | ||||
| 7/18/13 | 3, 8-K | |||
| 7/16/13 | 3 | |||
| 4/1/13 | ||||
| 3/31/13 | 10-K | |||
| 4/1/12 | ||||
| 4/25/11 | S-1 | |||
| 8/9/10 | ||||
| List all Filings | ||||