10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2019

Commission File No. 000-55018

HOLLY BROTHERS PICTURES, INC.

(Exact Name of Registrant as specified in its charter)

Nevada	46-2111820
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

462 Stevens Ave, #310 Solana Beach, CA	92075
(Address of principal executive offices)	(zip code)

(858) 987-4910

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [  ] No: [X]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: [  ] No: [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]     Accelerated filer [  ]     Non-accelerated filer [X]     Smaller reporting company [X]     Emerging growth company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [X]

The number of shares outstanding of Common Stock, par value $0.001 per share, as of November 5, 2019 was 1,204,000 shares.

HOLLY BROTHERS PICTURES, INC.

FORM 10-Q

SEPTEMBER 30, 2019

INDEX

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and          March 31, 2019	3
Consolidated Statements of Operations for the three months ended          September 30, 2019 and 2018 (Unaudited)	4
Consolidated Statements of Operations for the six months ended          September 30, 2019 and 2018 (Unaudited)	5
Consolidated Statements of Stockholders’ Deficit for the three months and six months          ended September 30, 2019 and 2018 (Unaudited)	6
Consolidated Statements of Cash Flows for the six months ended          September 30, 2019 and 2018 (Unaudited)	7
Notes to Consolidated Financial Statements (Unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4. Controls and Procedures	14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	15
Signature	16

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HOLLY BROTHERS PICTURES, INC.

Consolidated Balance Sheets

	September 30,		March 31,
	2019		2019
	(Unaudited)
Assets
Current assets:
Cash	$	3,260	$	1,334
Total current assets		3,260		1,334
Total assets	$	3,260	$	1,334
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	28,458	$	19,652
Notes payable - related party		756,535		741,035
Accrued interest payable		302,006		209,140
Total current liabilities		1,086,999		969,827
Other liabilities:
Convertible notes payable - related party		2,200,000		2,200,000
Total liabilities		3,286,999		3,169,827
Commitments and contingencies (Note 8)
Stockholders’ deficit:
Common stock, $.001 par value per share, 200,000,000 shares    authorized, 1,204,000 shares issued and outstanding		1,204		1,204
Additional paid in capital		165,977		144,477
Accumulated deficit		(3,113,581)		(2,976,835)
Treasury stock		(337,339)		(337,339)
Total stockholders’ deficit		(3,283,739)		(3,168,493)
Total liabilities and stockholders’ deficit	$	3,260	$	1,334

See accompanying notes to unaudited consolidated financial statements.

3

HOLLY BROTHERS PICTURES, INC.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,
	2019		2018
Revenues	$	-	$	-
Total revenues		-		-
Operating expenses:
General and administrative		20,906		24,401
Total operating expenses		20,906		24,401
Other (expense):
Interest expense		(46,767)		(45,807)
Total other (expense)		(46,767)		(45,807)
Net loss before income taxes		(67,673)		(70,208)
Income taxes		-		-
Net loss	$	(67,673)	$	(70,208)
Net loss per share, basic and diluted	$	(0.06)	$	(0.06)
Weighted average shares outstanding, basic and diluted		1,204,000		1,204,000

See accompanying notes to unaudited consolidated financial statements.

4

HOLLY BROTHERS PICTURES, INC.

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended September 30,
	2019		2018
Revenues	$	-	$	-
Total revenues		-		-
Operating expenses:
General and administrative		43,880		116,150
Total operating expenses		43,880		116,150
Other (expense):
Interest expense		(92,866)		(88,977)
Total other (expense)		(92,866)		(88,977)
Net loss before income taxes		(136,746)		(205,127)
Income taxes		-		-
Net loss	$	(136,746)	$	(205,127)
Net loss per share, basic and diluted	$	(0.11)	$	(0.17)
Weighted average shares outstanding, basic and diluted		1,204,000		1,204,000

See accompanying notes to unaudited consolidated financial statements.

5

HOLLY BROTHERS PICTURES, INC.

Consolidated Statements of Stockholders’ Deficit

(Unaudited)

				Additional						Total
	Common Stock			Paid-in		Accumulated		Treasury		Stockholders'
	Shares	Amount		Capital		Deficit		Stock		Deficit
Balance at March 31, 2019	1,204,000	$	1,204	$	144,477	$	(2,976,835)	$	(337,339)	$	(3,168,493)
Stock compensation expense	-		-		10,750		-		-		10,750
Net loss	-		-		-		(69,073)		-		(69,073)
Balance at June 30, 2019	1,204,000		1,204		155,227		(3,045,908)		(337,339)		(3,226,816)
Stock compensation expense	-		-		10,750		-		-		10,750
Net loss	-		-		-		(67,673)		-		(67,673)
Balance at September 30, 2019	1,204,000	$	1,204	$	165,977	$	(3,113,581)	$	(337,339)	$	(3,283,739)
Balance at March 31, 2018	1,204,000	$	1,204	$	101,477	$	(2,627,994)	$	(337,339)	$	(2,862,652)
Stock compensation expense	-		-		10,750		-		-		10,750
Net loss	-		-		-		(134,919)		-		(134,919)
Balance at June 30, 2018	1,204,000		1,204		112,227		(2,762,913)		(337,339)		(2,986,821)
Stock compensation expense	-		-		10,750		-		-		10,750
Net loss	-		-		-		(70,208)		-		(70,208)
Balance at September 30, 2018	1,204,000	$	1,204	$	122,977	$	(2,833,121)	$	(337,339)	$	(3,046,279)

See accompanying notes to unaudited consolidated financial statements.

6

HOLLY BROTHERS PICTURES, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended September 30,
	2019		2018
Cash flows from operating activities:
Net loss	$	(136,746)	$	(205,127)
Adjustments to reconcile net loss to net    cash provided by (used in) operations
Stock compensation expense		21,500		21,500
Accounts payable		8,806		502
Accrued interest payable		92,866		88,977
Prepaid insurance		-		10,184
Net cash flows from operating activities		(13,574)		(83,964)
Cash flows from financing activities:
Issuance of notes payable to related parties		15,500		72,000
Net cash flows from financing activities		15,500		72,000
Net increase (decrease) in cash and cash equivalents		1,926		(11,964)
Cash and cash equivalents at beginning of period		1,334		12,297
Cash and cash equivalents at end of period	$	3,260	$	333
Supplemental cash flow data:
Cash paid for interest	$	-	$	-
Cash paid for income taxes		-		-

See accompanying notes to unaudited consolidated financial statements.

7

HOLLY BROTHERS PICTURES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(1)Condensed Interim Financial Statements 

The Company - Holly Brothers Pictures, Inc. (“we”, “our” or  the “Company”) was incorporated in the State of Nevada on February 22, 2013 as PowerMedChairs, and is considered to be an emerging growth company under applicable federal securities laws. On June 2, 2017, the Company changed its name to Holly Brothers Pictures, Inc.  On February 1, 2018, the Company acquired 100% of the equity interests in Power Blockchain, LLC (“Power Blockchain”) through an exchange agreement in a transaction that resulted in the transition from the Company’s existing business of repairing and selling wheelchairs to a planned new business of mining crypto-currency (see Note 4).  The Company’s mining operations were halted in mid-2018, however, with the recent increase in the quoted market price of Bitcoin, the Company is presently in the process of performing a preliminary evaluation of the feasibility of resuming its Bitcoin mining operations.

Interim Financial Information - The accompanying consolidated financial statements have been prepared by the Company, without audit, in accordance with accounting principles generally accepted in the Unites States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  In the opinion of management, these consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position of the Company as of September 30, 2019, the results of its operations for the three month and six month periods ended September 30, 2019 and 2018, the changes in its stockholder’s deficit for the three month and six month periods ended September 30, 2019 and 2018, and cash flows for the six month periods ended September 30, 2019 and 2018.  These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended March 31, 2019, as filed with the SEC on July 9, 2019.

(2)Summary of Significant Accounting Policies 

Basis of Accounting - The basis is United States generally accepted accounting principles.  The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Power Blockchain, since February 1, 2018.

Cash and Cash Equivalents - The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Earnings per Share - The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding 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 year for any potentially dilutive debt or equity. The Company has not issued any options or warrants or similar securities since inception.

Revenue recognition - The Company has not recorded any revenues from Inception through September 30, 2019.  Should the Company have any revenues under contracts with customers, it will follow the five step accounting process for revenue recognition under ASC 606, Revenue from Contracts with Customers.

Income Taxes - The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

8

Use of Estimates - The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements - In the three months ended September 30, 2019, the Financial Accounting Standards Board issued several new Accounting Standards Updates which the Company believes will have no material impact to the Company.

Subsequent Events - Management has evaluated any subsequent events occurring in the period from September 30, 2019 through the date the financial statements were issued, to determine if disclosure in this report is warranted (see Note 9).

(3)Going Concern 

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues and has suffered recurring losses totaling $3,113,581 since inception. These factors, among others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of this filing. In order to obtain the necessary capital to sustain operations, Management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings. There can be no assurances, however, that the Company will be successful in obtaining such additional financing. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

(4)Acquisition of Power Blockchain 

Effective February 1, 2018, the Company acquired 100% of the equity interests in Power Blockchain through an exchange agreement between the Company and the two owners of Power Blockchain. Pursuant to the exchange agreement, the sole consideration in this transaction was the issuance by the Company of unsecured convertible notes payable to the two owners of Power Blockchain in the amount of $2,200,000.  Such notes payable were structured to: (i) mature five years from the date of issuance, (ii) accrue interest at the rate of 5% per annum, (iii) require repayment in four equal installments beginning on the second anniversary of issuance, and (iv) are convertible into the Company’s common stock at a conversion price of $0.13 per share, subject to certain limitations. The Company performed an analysis to determine whether there was a beneficial conversion feature and noted none.

(5)Stockholders’ Equity 

There have been no issuances of stock options or warrants.  However, in March 2018, the Board approved the establishment of a new 2018 Stock Option Plan with an authorization for the issuance of up to 1,000,000 shares of common stock.  The Plan is designed to provide for future discretionary grants of stock options, stock awards and stock unit awards to key employees and non-employee directors.

9

(6)Notes Payable 

As of September 30, 2019 and March 31, 2019, the Company had the following long-term and short-term debt obligations:

	September 30,		March 31,
	2019		2019
Convertible promissory notes issued to former owners in acquisition of Power Blockchain, accruing interest at 5% per annum, principal repayments due in four equal installments on 2nd, 3rd, 4th and 5th anniversaries, convertible into common stock at $0.13 per share.	$	2,200,000	$	2,200,000
Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%.		756,535		741,035
Total notes payable	$	2,956,535	$	2,941,035

The Company performed an analysis of the convertible notes payable in the amount of $2,200,000 to determine whether there was a beneficial conversion feature and noted none.  Future maturities of notes payable as of September 30, 2019 are as follows:

Year ending September 30, 2020	$	756,535
Year ending September 30, 2021		550,000
Year ending September 30, 2022		550,000
Year ending September 30, 2023		550,000
Year ending September 30, 2024		550,000
	$	2,956,535

At the time of the Power Blockchain acquisition, Power Blockchain had outstanding unsecured notes payable to the two owners in the amount of $570,000, which were overdue and in default.  Shortly thereafter, the Company entered into negotiations with the note holders in an attempt to settle these obligations.  As a result of those efforts, a settlement agreement was reached in March 2018 to convert the notes payable into the right for the two note holders (“the Plaintiffs”) in an attempt to settle these obligations. As a result of those efforts, a settlement agreement was reached in March 2018 to convert the notes payable into the right for the two note holders to receive periodic issuances of the Company’s common stock of up to approximately 3,000,000 shares each, that would be exempted from registration pursuant to Section 3(a)(10) of the Securities Act of 1933. The settlement agreement stipulated that the issuance of such shares shall occur in respective tranches such that the resulting number of shares owned by each holder would not exceed 4.99% of the Company’s then outstanding shares of common stock.  Per the settlement agreement, the Plaintiffs’ right to make requests for periodic tranche issuances expired on September 17, 2019, however, the Company agreed on September 10, 2019 to extend the exercise period to December 31, 2019, in recognition of the continuing funding support provided by affiliates of the note holders to the Company subsequent to the settlement agreement.

(7)Related Party Transactions 

The Company does not lease or rent any property.  Office services are provided without charge by a director. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

10

(8)Commitments and Contingencies 

From time to time in the ordinary course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable, primarily for the following reasons: (i) many of the relevant legal proceedings are in preliminary stages, and until such proceedings develop further, there is often uncertainty regarding the relevant facts and circumstances at issue and potential liability; and (ii) many of these proceedings involve matters of which the outcomes are inherently difficult to predict. We have insurance policies covering potential losses where such coverage is cost effective.

We are not at this time involved in any legal proceedings.

(9)Subsequent Events 

Management has evaluated any subsequent events occurring in the period from September 30, 2019 through the date the financial statements were issued, to determine if disclosure in this report is warranted.  In the month of October 2019, the Company made additional short-term borrowings from a related party in the total amount of $5,000 on the same terms as the borrowings made through September 30, 2019.  There have been no other reportable subsequent events that have occurred since September 30, 2019

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties.  Actual results may differ materially from those indicated in such forward-looking statements.

Overview

Commencing in February 2018, through our subsidiary, Power Blockchain LLC (“Power Blockchain”), we began operating a start-up venture that specializes in blockchain mining for the Bitcoin network, the computer intensive process required to verify and record the digital exchange of money for crypto-currency transactions. In exchange for processing these complex mathematical equations, we will be rewarded with digital currency. We have yet to commence meaningful operations, and will require new capital investment to execute upon our business strategy.

Our business plan is to build a cryptocurrency mining operation, operating specialized computers (also known as “crypto-currency miners") that generate cryptocurrency (primarily Bitcoin).  A bitcoin is an asset that can be transferred among parties via the Internet, but without the use of a central administrator or clearing agency. The term decentralized is often used in descriptions of bitcoin, in reference to bitcoin’s lack of necessity for administration by a central party.

On February 1, 2018, we entered into an exchange agreement pursuant to which we acquired 100% of the equity interests in Power Blockchain from the owners of Power Blockchain in exchange for the issuance for convertible notes in aggregate principal amount of $2.2 million. The notes: (i) mature five years from the date of issuance: (ii) accrue interest at 5% per annum; (iii) require repayment in four equal installments on the second, third, fourth and fifth anniversary dates after issuance; and (iv) are convertible at the option of the holder into our common stock at a conversion price of $0.13 per share. Upon consummation of the exchange agreement, Power Blockchain became our wholly owned subsidiary.  Power Blockchain had outstanding debt obligations in aggregate principal amounts of $570,000, accruing interest at rates between 12-13% per annum, which obligations were overdue and in default. In March 2018, the Power Blockchain debt holders commenced a lawsuit against us in San Diego Superior Court, in connection with outstanding and overdue debt obligations. On March 22, 2018, we agreed to enter into a conditional settlement with the debt holders calling for the periodic issuance to the debt holders, subject to certain ownership and temporal limitations, of an aggregate of up to 3,078,000 and 3,157,000 shares, respectively. Per the settlement agreement, as subsequently amended on September 10, 2019, the Plaintiffs’ right to make requests for periodic tranche issuances has been extended to December 31, 2019 (see Note 6).

On February 14, 2018, we were granted permission from the Kingdom of Lesotho to conduct crypto-currency mining operations in Lesotho. As part of this permission, we were permitted to operate by the Lesotho Electricity Company and we negotiated an electric rate agreement.  As of the date of this report, we owned 70 crypto-currency miners and Power Control Units (PCU), 50 of which have been installed in Lesotho, 10 of which are in customs in South Africa, and 10 of which are in storage in South Africa. We commenced mining operations in Lesotho but have not generated any revenues to date.  Due to current economic and market conditions, we decided to place the Company’s cryptocurrency mining operations in the Kingdom of Lesotho on hold beginning around the middle of 2018.  With the recent increase in the quoted market price of bitcoin, however, we are presently in the process of performing a preliminary evaluation of the feasibility of resuming our bitcoin mining operations in some capacity.  We still maintain ownership and control of the miners and other equipment used in the cryptocurrency mining operations in that country (notwithstanding the fact that the cost associated with these assets has been fully reserved on the Company’s Balance Sheet since March 31, 2018).

12

Results of Operations

The following discussion reflects the Company’s operating and other expenses for the three month and six month periods ended September 30, 2019 and 2018, as reported in our consolidated financial statements and notes thereto included in Item 1.

Three months ended September 30, 2019 versus three months ended September 30, 2018

General and administrative expenses for the three months ended September 30, 2019 were $20,906 compared to $24,401 for the three months ended September 30, 2018.  This decrease was due to the lower level of overhead costs following the Company’s decision to place its cryptocurrency mining operations in the Kingdom of Lesotho on hold during the middle of 2018.

Interest expense for the three months ended September 30, 2019 was $46,767 versus $45,807 for the three months ended September 30, 2018.  This small increase was due to a slightly higher level of outstanding borrowings under the Company’s long-term debt obligations.

Six months ended September 30, 2019 versus six months ended September 30, 2018

General and administrative expenses for the six months ended September 30, 2019 were $43,880 compared to $116,150 for the six months ended September 30, 2018.  This decrease was due to the lower level of overhead costs following the Company’s decision to place its cryptocurrency mining operations in the Kingdom of Lesotho on hold during the middle of 2018.

Interest expense for the six months ended September 30, 2019 was $92,866 versus $88,977 for the six months ended September 30, 2018.  This small increase was due to a slightly higher level of outstanding borrowings under the Company’s long-term debt obligations.

Liquidity and Capital Resources

Operating activities. Net cash used in operating activities for the six months ended September 30, 2019 was $13,574 compared to $83,964 for the six months ended September 30, 2018.  This decrease was due to the lower level of overhead costs following the Company’s decision to place its cryptocurrency mining operations in the Kingdom of Lesotho on hold during the middle of 2018.

Financing activities. Net cash provided by financing activities was $15,500 for the six months ended September 30, 2019 compared to $72,000 for the six months ended September 30, 2018.  This decrease was largely due to the lower level of borrowings made in the current period following the Company’s decision to place its cryptocurrency mining operations in the Kingdom of Lesotho on hold during the middle of 2018.

We have generated no revenues from our crypto-currency mining operations. Accordingly, we will need to raise additional capital to fund our future operations. Until such time that we can generate substantial revenue from operations, if ever, we expect to finance our operating activities through a combination of equity offerings and debt financings and we may seek to raise additional capital through strategic collaborations.

However, we may be unable to raise additional funds or enter into such arrangements when needed on favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our operations. Failure to receive additional funding could cause us to cease operations, in part or in full. Furthermore, even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations, which may cause dilution to our existing stockholders.

13

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenues and has suffered recurring losses totaling $3,113,581 since inception.  These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time.  The consolidated financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on consolidated financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  We believe that certain accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.  See our Annual Report on Form 10-K for the year ended March 31, 2019, as filed with the SEC on July 9, 2019, for a further description of our critical accounting policies and estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information for this Item is not required as the Registrant is a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures

As of September 30, 2019, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our internal controls over financial reporting which encompasses our disclosure controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were not effective because of a lack of segregation of duties, as described in Item 9A. of our Annual Report on Form 10-K for the year ended March 31, 2019, which we view as an integral part of our disclosure controls and procedures.

The lack of segregation of duties referenced above represents a material weakness in our internal controls over financial reporting.  Notwithstanding this weakness, management believes that the consolidated financial statements included in this report fairly present, in all material respects, our consolidated financial position and results of operations as of and for the quarter ended September 30, 2019.

(b) Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the quarter ended September 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

14

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 8 to Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

Information for this Item is not required as the Registrant is a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

15

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HOLLY BROTHERS PICTURES, INC.

/s/ Brent Willson

Brent Willson

Chief Executive Officer

/s/ Steve Bond

Steve Bond

Chief Financial Officer

November 5, 2019

16

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

15 U.S.C. SECTION 7241 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brent Willson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Holly Brothers Pictures, Inc. (the “registrant”); 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting. 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and  

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date:  November 5, 2019

/s/ Brent Willson

Brent Willson

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

15 U.S.C. SECTION 7241 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Bond, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Holly Brothers Pictures, Inc. (the “registrant”); 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting. 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and  

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date:  November 5, 2019

/s/ Steve Bond

Steve Bond

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Holly Brothers Pictures, Inc. (the “registrant”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brent Willson, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. 

/s/Brent Willson

Brent Willson

Chief Executive Officer

November 5, 2019

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Holly Brothers Pictures, Inc. (the “registrant”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Bond, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. 

/s/Steve Bond

Steve Bond

Chief Financial Officer

November 5, 2019

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Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2019

Notes

Summary of Significant Accounting Policies

(2)           Summary of Significant Accounting Policies

Basis of Accounting - The basis is United States generally accepted accounting principles.  The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Power Blockchain, since February 1, 2018.

Cash and Cash Equivalents - The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Earnings per Share - The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding 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 year for any potentially dilutive debt or equity. The Company has not issued any options or warrants or similar securities since inception.

Revenue recognition - The Company has not recorded any revenues from Inception through September 30, 2019.  Should the Company have any revenues under contracts with customers, it will follow the five step accounting process for revenue recognition under ASC 606, Revenue from Contracts with Customers.

Income Taxes - The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Use of Estimates - The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements - In the three months ended September 30, 2019, the Financial Accounting Standards Board issued several new Accounting Standards Updates which the Company believes will have no material impact to the Company.

Subsequent Events - Management has evaluated any subsequent events occurring in the period from September 30, 2019 through the date the financial statements were issued, to determine if disclosure in this report is warranted (see Note 9).

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Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Details
Revenues	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	20,906	24,401	43,880	116,150
Total operating expenses	20,906	24,401	43,880	116,150
Other (expense):
Interest expense	(46,767)	(45,807)	(92,866)	(88,977)
Total other (expense)	(46,767)	(45,807)	(92,866)	(88,977)
Net loss before income taxes	(67,673)	(70,208)	(136,746)	(205,127)
Income taxes	0	0	0	0
Net (loss)	$ (67,673)	$ (70,208)	$ (136,746)	$ (205,127)
Net loss per share, basic and diluted	$ (0.06)	$ (0.06)	$ (0.11)	$ (0.17)
Weighted average shares outstanding, basic and diluted	1,204,000	1,204,000	1,204,000	1,204,000

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Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements - In the three months ended September 30, 2019, the Financial Accounting Standards Board issued several new Accounting Standards Updates which the Company believes will have no material impact to the Company.

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Going Concern Disclosure (Details) - USD ($)	Sep. 30, 2019	Mar. 31, 2019
Details
Accumulated deficit	$ 3,113,581	$ 2,976,835

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Acquisition of Power Blockchain Disclosure

6 Months Ended

Sep. 30, 2019

Notes

Acquisition of Power Blockchain Disclosure

(4)           Acquisition of Power Blockchain

Effective February 1, 2018, the Company acquired 100% of the equity interests in Power Blockchain through an exchange agreement between the Company and the two owners of Power Blockchain. Pursuant to the exchange agreement, the sole consideration in this transaction was the issuance by the Company of unsecured convertible notes payable to the two owners of Power Blockchain in the amount of $2,200,000.  Such notes payable were structured to: (i) mature five years from the date of issuance, (ii) accrue interest at the rate of 5% per annum, (iii) require repayment in four equal installments beginning on the second anniversary of issuance, and (iv) are convertible into the Company’s common stock at a conversion price of $0.13 per share, subject to certain limitations. The Company performed an analysis to determine whether there was a beneficial conversion feature and noted none.

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Commitments and Contingencies Disclosure

6 Months Ended

Sep. 30, 2019

Notes

Commitments and Contingencies Disclosure

(8)           Commitments and Contingencies

From time to time in the ordinary course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable, primarily for the following reasons: (i) many of the relevant legal proceedings are in preliminary stages, and until such proceedings develop further, there is often uncertainty regarding the relevant facts and circumstances at issue and potential liability; and (ii) many of these proceedings involve matters of which the outcomes are inherently difficult to predict. We have insurance policies covering potential losses where such coverage is cost effective.

We are not at this time involved in any legal proceedings.

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Summary of Significant Accounting Policies: Earnings per share policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Earnings per share policy

Earnings per Share - The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding 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 year for any potentially dilutive debt or equity. The Company has not issued any options or warrants or similar securities since inception.

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Summary of Significant Accounting Policies: Revenue recognition policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Revenue recognition policy

Revenue recognition - The Company has not recorded any revenues from Inception through September 30, 2019.  Should the Company have any revenues under contracts with customers, it will follow the five step accounting process for revenue recognition under ASC 606, Revenue from Contracts with Customers.

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Stockholders' Equity Disclosure

6 Months Ended

Sep. 30, 2019

Notes

Stockholders' Equity Disclosure

(5)           Stockholders’ Equity

There have been no issuances of stock options or warrants.  However, in March 2018, the Board approved the establishment of a new 2018 Stock Option Plan with an authorization for the issuance of up to 1,000,000 shares of common stock.  The Plan is designed to provide for future discretionary grants of stock options, stock awards and stock unit awards to key employees and non-employee directors.

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Subsequent Events

6 Months Ended

Sep. 30, 2019

Notes

Subsequent Events

(9)           Subsequent Events

Management has evaluated any subsequent events occurring in the period from September 30, 2019 through the date the financial statements were issued, to determine if disclosure in this report is warranted.  In the month of October 2019, the Company made additional short-term borrowings from a related party in the total amount of $5,000 on the same terms as the borrowings made through September 30, 2019.  There have been no other reportable subsequent events that have occurred since September 30, 2019

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Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2019	Nov. 05, 2019
Details
Registrant CIK	0001575659
Fiscal Year End	--03-31
Registrant Name	Holly Brothers Pictures, Inc.
SEC Form	10-Q
Period End date	Sep. 30, 2019
Tax Identification Number (TIN)	46-2111820
Number of common stock shares outstanding		1,204,000
Filer Category	Non-accelerated Filer
Current with reporting	No
Interactive Data Current	No
Shell Company	false
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Entity File Number	000-55018
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	462 Stevens Ave, #310
Entity Address, City or Town	Solana Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92075
City Area Code	858
Local Phone Number	987-4910
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Document Quarterly Report	true
Document Transition Report	false

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Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Equity Balance at Mar. 31, 2018	$ 1,204	$ 101,477	$ (2,627,994)	$ (337,339)	$ (2,862,652)
Equity Balance, Shares at Mar. 31, 2018	1,204,000
Stock compensation expense	$ 0	21,500	0	0	21,500
Net (loss)	$ 0	0	(205,127)	0	(205,127)
Equity Balance, Shares at Sep. 30, 2018	1,204,000
Equity Balance at Sep. 30, 2018	$ 1,204	122,977	(2,833,121)	(337,339)	(3,046,279)
Equity Balance at Mar. 31, 2019	$ 1,204	144,477	(2,976,835)	(337,339)	(3,168,493)
Equity Balance, Shares at Mar. 31, 2019	1,204,000
Stock compensation expense	$ 0	21,500	0	0	21,500
Net (loss)	$ 0	0	(136,746)	0	(136,746)
Equity Balance, Shares at Sep. 30, 2019	1,204,000
Equity Balance at Sep. 30, 2019	$ 1,204	$ 165,977	$ (3,113,581)	$ (337,339)	$ (3,283,739)

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Going Concern Disclosure

6 Months Ended

Sep. 30, 2019

Notes

Going Concern Disclosure

(3)           Going Concern

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues and has suffered recurring losses totaling $3,113,581 since inception. These factors, among others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of this filing. In order to obtain the necessary capital to sustain operations, Management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings. There can be no assurances, however, that the Company will be successful in obtaining such additional financing. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

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Summary of Significant Accounting Policies: Subsequent Eevents Policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Subsequent Eevents Policy

Subsequent Events - Management has evaluated any subsequent events occurring in the period from September 30, 2019 through the date the financial statements were issued, to determine if disclosure in this report is warranted (see Note 9).

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Acquisition of Power Blockchain Disclosure (Details) - USD ($)	Sep. 30, 2019	Mar. 31, 2019	Feb. 01, 2018
Acquisition of equity interests in Power Blockchain LLC			100.00%
Convertible notes payable, non-current	$ 2,200,000	$ 2,200,000
Power Blockchain business combination
Convertible notes payable, non-current	$ 2,200,000
Annual interest rate	5.00%
Conversion price per share	$ 0.13

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Subsequent Events (Details) - USD ($)	1 Months Ended	6 Months Ended
	Oct. 31, 2019	Sep. 30, 2019	Sep. 30, 2018
Details
Short-term borrowings from a related party	$ 5,000	$ 15,500	$ 72,000

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Related Party Transactions Disclosure

6 Months Ended

Sep. 30, 2019

Notes

Related Party Transactions Disclosure

(7)           Related Party Transactions

The Company does not lease or rent any property.  Office services are provided without charge by a director. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Cash and Cash Equivalents Policy

Cash and Cash Equivalents - The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents.

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Consolidated Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2019	Mar. 31, 2019
Details
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	1,204,000
Common Stock, Shares, Outstanding	1,204,000	1,204,000

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Condensed Interim Financial Statements

6 Months Ended

Sep. 30, 2019

Notes

Condensed Interim Financial Statements

(1)           Condensed Interim Financial Statements

The Company - Holly Brothers Pictures, Inc. (“we”, “our” or  the “Company”) was incorporated in the State of Nevada on February 22, 2013 as PowerMedChairs, and is considered to be an emerging growth company under applicable federal securities laws. On June 2, 2017, the Company changed its name to Holly Brothers Pictures, Inc.  On February 1, 2018, the Company acquired 100% of the equity interests in Power Blockchain, LLC (“Power Blockchain”) through an exchange agreement in a transaction that resulted in the transition from the Company’s existing business of repairing and selling wheelchairs to a planned new business of mining crypto-currency (see Note 4).  The Company’s mining operations were halted in mid-2018, however, with the recent increase in the quoted market price of Bitcoin, the Company is presently in the process of performing a preliminary evaluation of the feasibility of resuming its Bitcoin mining operations.

Interim Financial Information - The accompanying consolidated financial statements have been prepared by the Company, without audit, in accordance with accounting principles generally accepted in the Unites States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  In the opinion of management, these consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position of the Company as of September 30, 2019, the results of its operations for the three month and six month periods ended September 30, 2019 and 2018, the changes in its stockholder’s deficit for the three month and six month periods ended September 30, 2019 and 2018, and cash flows for the six month periods ended September 30, 2019 and 2018.  These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended March 31, 2019, as filed with the SEC on July 9, 2019.

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Summary of Significant Accounting Policies: Use of Estimates policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Use of Estimates policy

Use of Estimates - The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Notes Payable Disclosure: Future maturities of notes payable (Tables)

6 Months Ended

Sep. 30, 2019

Tables/Schedules

Future maturities of notes payable

Year ending September 30, 2020	$	756,535
Year ending September 30, 2021		550,000
Year ending September 30, 2022		550,000
Year ending September 30, 2023		550,000
Year ending September 30, 2024		550,000
	$	2,956,535

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Notes Payable Disclosure: Schedule of long-term debt obligations (Details) - USD ($)	Sep. 30, 2019	Mar. 31, 2019
Details
Convertible notes payable, non-current	$ 2,200,000	$ 2,200,000
Short-term notes issued to related parties	$ 756,535	$ 741,035

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Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Mar. 31, 2019
Current assets:
Cash	$ 3,260	$ 1,334
Total current assets	3,260	1,334
Total assets	3,260	1,334
Current liabilities:
Accounts payable	28,458	19,652
Notes payable - related party	756,535	741,035
Accrued interest payable	302,006	209,140
Total current liabilities	1,086,999	969,827
Other liabilities:
Convertible notes payable - related party	2,200,000	2,200,000
Total liabilities	3,286,999	3,169,827
Stockholders' deficit:
Common stock, $0.001 par value per share, 200,000,000 shares authorized, 1,204,000 shares issued and outstanding	1,204	1,204
Additional paid in capital	165,977	144,477
Accumulated deficit	(3,113,581)	(2,976,835)
Treasury stock	(337,339)	(337,339)
Total stockholders' deficit	(3,283,739)	(3,168,493)
Total liabilities and stockholders' deficit	$ 3,260	$ 1,334

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Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net (loss)	$ (136,746)	$ (205,127)
Adjustments to reconcile net loss to net cash provided by (used in) operations
Stock compensation expense	21,500	21,500
Changes in operating assets and liabilities:
Accounts payable	8,806	502
Accrued interest payable	92,866	88,977
Prepaid insurance	0	10,184
Net cash flows from operating activities	(13,574)	(83,964)
Cash flows from financing activities:
Issuance of notes payable to related parties	15,500	72,000
Net cash flows from financing activities	15,500	72,000
Net increase (decrease) in cash and cash equivalents	1,926	(11,964)
Cash and cash equivalents at beginning of period	1,334	12,297
Cash and cash equivalents at end of period	3,260	333
Supplemental cash flow data:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

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Stockholders' Equity Disclosure (Details)	Sep. 30, 2019 shares
Details
Common stock authorized under the 2018 Stock Option Plan	1,000,000

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Summary of Significant Accounting Policies: Income taxes policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Income taxes policy

Income Taxes - The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

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Notes Payable Disclosure: Schedule of long-term debt obligations (Tables)

6 Months Ended

Sep. 30, 2019

Tables/Schedules

Schedule of long-term debt obligations

	September 30,		March 31,
	2019		2019
Convertible promissory notes issued to former owners in acquisition of Power Blockchain, accruing interest at 5% per annum, principal repayments due in four equal installments on 2nd, 3rd, 4th and 5th anniversaries, convertible into common stock at $0.13 per share.	$	2,200,000	$	2,200,000
Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%.		756,535		741,035
Total notes payable	$	2,956,535	$	2,941,035

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Notes Payable Disclosure

6 Months Ended

Sep. 30, 2019

Notes

Notes Payable Disclosure

(6)           Notes Payable

As of September 30, 2019 and March 31, 2019, the Company had the following long-term and short-term debt obligations:

	September 30,		March 31,
	2019		2019
Convertible promissory notes issued to former owners in acquisition of Power Blockchain, accruing interest at 5% per annum, principal repayments due in four equal installments on 2nd, 3rd, 4th and 5th anniversaries, convertible into common stock at $0.13 per share.	$	2,200,000	$	2,200,000
Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%.		756,535		741,035
Total notes payable	$	2,956,535	$	2,941,035

The Company performed an analysis of the convertible notes payable in the amount of $2,200,000 to determine whether there was a beneficial conversion feature and noted none.  Future maturities of notes payable as of September 30, 2019 are as follows:

Year ending September 30, 2020	$	756,535
Year ending September 30, 2021		550,000
Year ending September 30, 2022		550,000
Year ending September 30, 2023		550,000
Year ending September 30, 2024		550,000
	$	2,956,535

At the time of the Power Blockchain acquisition, Power Blockchain had outstanding unsecured notes payable to the two owners in the amount of $570,000, which were overdue and in default.  Shortly thereafter, the Company entered into negotiations with the note holders in an attempt to settle these obligations.  As a result of those efforts, a settlement agreement was reached in March 2018 to convert the notes payable into the right for the two note holders (“the Plaintiffs”) in an attempt to settle these obligations. As a result of those efforts, a settlement agreement was reached in March 2018 to convert the notes payable into the right for the two note holders to receive periodic issuances of the Company’s common stock of up to approximately 3,000,000 shares each, that would be exempted from registration pursuant to Section 3(a)(10) of the Securities Act of 1933. The settlement agreement stipulated that the issuance of such shares shall occur in respective tranches such that the resulting number of shares owned by each holder would not exceed 4.99% of the Company’s then outstanding shares of common stock.  Per the settlement agreement, the Plaintiffs’ right to make requests for periodic tranche issuances expired on September 17, 2019, however, the Company agreed on September 10, 2019 to extend the exercise period to December 31, 2019, in recognition of the continuing funding support provided by affiliates of the note holders to the Company subsequent to the settlement agreement.

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Summary of Significant Accounting Policies: Basis of Accounting Policy (Policies)

6 Months Ended

Sep. 30, 2019

Policies

Basis of Accounting Policy

Basis of Accounting - The basis is United States generally accepted accounting principles.  The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Power Blockchain, since February 1, 2018.