10-Q

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to  __________.

Commission File Number: 000-55348

Palayan Resources, Inc.
(Exact name of registrant as specified in its charter)

Nevada	83-4575865
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

850 Teague Trail, #580
Lady Lake, FL	32159
(Address of principal executive offices)	(Zip code)

(407) 536-9422
(Registrant’s telephone number, including area code)

________________________________

(Former name or former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of Exchange on which registered
Common Stock	PLYN	OTC

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes ☒ No ☐

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of November __ was 35,973,557.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

· The availability and adequacy of our cash flow to meet our requirements;

· Economic, competitive, demographic, business and other conditions in our local and regional markets;

· Changes or developments in laws, regulations or taxes in our industry;

· Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

· Competition in our industry;

· The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

· Changes in our business strategy, capital improvements or development plans;

· The availability of additional capital to support capital improvements and development; and

· Other risks identified in this report and in our other filings with the Securities and Exchange Commission (“SEC”).

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether resulting from new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this Quarterly Report to the words "we," "our," "us," the "Company," "PLYN," or “Palayan” refer to Palayan Resources, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

1

PALAYAN RESOURCES, INC.

FORM 10-Q

September 30, 2021

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Balance Sheets (unaudited) as of September 30, 2021 and March 31, 2021	3
	Condensed Statements of Operations (unaudited) for the Three and Six Months Ended September 30, 2021 and 2020	4
	Condensed Statements of Shareholders’ Deficit (unaudited) for the Three and Six Months Ended September 30, 2021 and 2020	5
	Condensed Statements of Cash Flows (unaudited) for the Six Months Ended September 30, 2021 and 2020	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Control and Procedures	17
PART II – OTHER INFORMATION		13
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19
CERTIFICATIONS

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PALAYAN RESOURCES, INC.

CONDENSED BALANCE SHEETS

	September 30, 2021			March 31, 2021
	(unaudited)
ASSETS
Current assets:
Cash	$	298		$	98,889
Total current assets		298			98,889
Equipment, net		678			866
Total Assets	$	976		$	99,755
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	29,900		$	5,168
Note payable – related party		25,000			25,000
Convertible note payable – non-related party, net of debt discount		121,502			–
Derivative liabilities		245,382			–
Due to related party		20,500			–
Total current liabilities		442,284			30,168
Long-term liabilities:
Convertible note payable – non-related party, net of debt discount		–			34,116
Derivative liabilities		–			322,285
Total long-term liabilities		–			356,401
Total Liabilities		442,284			386,569
Commitments and contingencies		–			–
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Series A – 5,000,000 shares authorized; 2,500,000 issued and outstanding at September 30, 2021 and March 31, 2021, respectively		2,500			2,500
Series B – 5,000,000 shares authorized; none issued and outstanding at September 30, 2021 and March 31, 2021, respectively		–			–
Series C – 5,000,000 shares authorized; none issued and outstanding at September 30, 2021 and March 31, 2021, respectively		–			–
Common stock, $0.001 par value, 500,000,000 shares authorized; 35,973,557 and 34,376,758 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively		35,974			34,377
Common stock to be issued, none and 201,451 at September 30, 2021 and March 31, 2021, respectively		–			201
Additional paid-in capital		392,234			388,049
Accumulated deficit		(872,016	)		(711,941	)
Total Stockholders' Deficit		(441,308	)		(286,814	)
Total Liabilities and Stockholders’ Deficit	$	976		$	99,755

See accompanying Notes to the unaudited Financial Statements

3

PALAYAN RESOURCES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended September 30, 2021			For the Three Months Ended September 30, 2020			For the Six Months Ended September 30, 2021			For the Six Months Ended September 30, 2020
Operating expenses:
Selling and marketing expense	$	329		$	5,116		$	768		$	5,116
General and administrative expense		68,701			108,494			141,829			169,204
Total operating expense		69,030			113,610			142,597			174,320
Operating loss		(69,030	)		(113,610	)		(142,597	)		(174,320	)
Other income (expense):
Interest expense		(6,599	)		(2,823	)		(11,785	)		(3,859	)
Derivative income		91,068			–			76,903			–
Debt discount amortization		(41,914	)		–			(82,596	)		–
Total other income (expense)		42,555			(2,823	)		(17,478	)		(3,859	)
Loss before provision for income taxes		(26,475	)		(116,433	)		(160,075	)		(178,179	)
Provision for income taxes		–			–			–			–
Net loss	$	(26,475	)	$	(116,433	)	$	(160,075	)	$	(178,179	)
Weighted average shares basic and diluted		35,973,557			34,376,649			35,851,559			32,713,807
Weighted average basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

See accompanying Notes to the unaudited Financial Statements

4

PALAYAN RESOURCES, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)

	Preferred Stock				Preferred Stock				Preferred Stock								Common Stock						Additional					Total
	Series A				Series B				Series C				Common Stock				To Be Issued						Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance - March 31, 2021		2,500,000	$	2,500		–	$	–		–	$	–		34,376,758	$	34,377		201,451		$	201		$	388,049	$	(711,941	)	$	(286,814	)
Common stock issued for services		–		–		–		–		–		–		1,596,799		1,597		(201,451	)		(201	)		4,185		–			5,581
Net loss		–		–		–		–		–		–		–		–		–			–			–		(133,600	)		(133,600	)
Balance – June 30, 2021 (Unaudited)		2,500,000		2,500		–		–		–		–		35,973,557		35,974		–			–			392,234		(845,541	)		(414,833	)
Net loss		–		–		–		–		–		–		–		–		–			–			–		(26,475	)		(26,475	)
Balance – September 30, 2021 (Unaudited)		2,500,000	$	2,500		–	$	–		–	$	–		35,973,557	$	35,974		–		$	–		$	392,234	$	(872,016	)	$	(441,308	)

Preferred Stock

Preferred Stock

Preferred Stock

Common Stock

Additional

Total

Series A

Series B

Series C

Common Stock

To Be Issued

Paid-In

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance - March 31, 2020

–

$

–

–

$

–

–

$

–

30,020,000

$

30,020

–

$

–

$

13,019

$

(251,437

)

$

(208,398

)

Common stock issued for services

–

–

–

–

–

–

346,758

347

–

–

1,040

–

1,387

Common Stock issued as deposit for acquisition

–

–

–

–

–

–

4,000,000

4,000

–

–

12,000

16,000

Net loss

–

–

–

–

–

–

–

–

–

–

–

(61,746

)

(61,746

)

Balance June 30, 2020

–

–

–

–

–

–

34,366,758

34,367

–

–

26,059

(313,183

)

(252,757

)

Sale of common shares

–

–

–

–

–

–

10,000

10

–

–

4,990

–

5,000

Beneficial conversion feature

–

–

–

–

–

–

–

–

–

–

18,432

–

18,432

Net loss

–

–

–

–

–

–

–

–

–

–

–

(116,433

)

(116,433

)

Balance September 30, 2020

–

$

–

–

$

–

–

$

–

34,376,758

$

34,377

–

$

–

$

49,481

$

(429,616

)

$

(345,758

)

See accompanying notes to unaudited financial statements

5

PALAYAN RESOURCES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

					4
	For the Six Months Ended September 30, 2021			For the Six Months Ended September 30, 2020
Cash flows from operating activities:
Net loss	$	(160,075	)	$	(178,179	)
Adjustments to reconcile net loss to net cash used in operating activities:
Value of shares issued as acquisition deposit		–			16,000
Shares issued for services		5,581			1,388
Derivative income		(76,903	)		–
Depreciation and amortization		188			1,929
Debt discount amortization		82,596			–
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		29,522			32,734
Due to related parties		20,500			22,499
Net cash used in operating activities		(98,591	)		(103,629	)
Cash flows from investing activities:
Capital expenditures		–			(1,123	)
Net cash used in investing activities		–			(1,123	)
Cash flows from financing activities:
Proceeds from sale of common stock		–			5,000
Proceeds from issuance of notes payable – non-related parties		–			80,000
Proceeds from issuance of notes payable – related party		–			25,600
Net cash provided by financing activities		–			110,600
Net change in cash		(98,591	)		5,848
Cash, beginning of period		98,889			77
Cash, end of period	$	298		$	5,925
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	–		$	–
Supplemental disclosures of non-cash investing and financing activities:
Beneficial conversion feature	$	–		$	18,432

See accompanying Notes to the unaudited Financial Statements

6

PALAYAN RESOURCES, INC.

NOTES TO (UNAUDITED) CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021 AND 2020

1. Organization History and Business

Organization and Business

We were incorporated in the State of Nevada on July 26, 2013 and are a mineral exploration and production company engaged in the exploration, acquisition, and development of mineral properties. On April 2, 2020, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Scythian Mining Group Ltd. (“SMG”), a United Kingdom company, to acquire 100% interest in SMG-Gold B.V. (“SMG-Gold”), a Dutch limited liability company (the “SMG-Gold Acquisition”). While the Exchange Agreement was closed on July 7, 2020, it was never finalized because consideration for the transaction was never fully exchanged. On November 18, 2020, our Board of Directors voted unanimously to rescind the transaction and return the SMG-Gold shares to SMG. See Note 3 for additional information.

On January 8, 2021, we entered into a Joint Venture Agreement (the “JV Agreement”) with Provenance Gold Corporation, a Canadian publicly traded company (“PAU”) to fund and develop a series of 102 lode mineral claims and one (1) patented mining claim, all of which are located in Nye County in the State of Nevada (the “Venture”). Subsequent to the closing of the JV Agreement, both parties deemed it in their best interests not to move forward with the Venture based on various factors, including, but not limited to, financial constraints and considerations, current global economic factors, and general operational difficulties relating to the initial operations of the Venture. Accordingly, on March 22, 2021, we entered into a Rescission Agreement with PAU rescinding and rendering null and void the JV Agreement, and returning any funds advanced by either party in connection with the JV Agreement.

On May 10, 2021, we issued a press release stating our Company was changing its market focus as our management recognizes that our Company needs to move in a new direction and will pursue acquisition opportunities that can benefit private companies through our Company’s public status. The benefit to our Company and its shareholders will be built on acquisitions based on growth and revenue of targeted acquisitions.

We will be restructured as a holding company seeking transactions on a managed basis, acquiring controlling interest in acquisition targets as subsidiaries of our Company. Using a holding company strategy, we will be able to mitigate risk while making multiple acquisitions. All targeted acquisitions must be audited or auditable. We will make either majority or minority investments in companies that meet its investment criteria.

As a holding company, we will not manufacture anything, sell any products or services, or conduct any other business operations. Our purpose is to hold the controlling stock or membership interests in other companies.

Our Company is taking an agnostic approach regarding industry, in almost every contemplated acquisition, we will retain the management team of the acquired company. The subsidiary’s own management will run the day-to-day business, as this retention of management post transaction will maintain operational continuity. Our Company’s management will be responsible for overseeing how the subsidiaries are run and assisting their management as needed.

Our Company is seeking opportunities in mature private companies that are in transition or growth mode.

We have begun sourcing opportunities through a number of third-party organizations. Transactions will be subject to industry standard due-diligence requirements. Of course, no two acquisitions are the same, so the due diligence process will vary from one situation to the next. In general, however, there are up to five types of due diligence; (i) Business; (ii) Accounting; (iii) Legal; (iv) Valuation and (v) Environmental, that will need to be completed as part of the process for any proposed transaction.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation.

7

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on July 12, 2021. The results of operations for the three and six months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year.

Going Concern Considerations

The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $872,016 as of September 30, 2021. Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone, S.A de C.V. (“Mambagone”) which allowed for advances totaling $1,050,000. However, after borrowing $260,000 under the Credit Line Agreement, as described in Note 6, Mambagone has no more ability to make further advances. As such, there is uncertainty whether our capital needs over the next 12 months can be met and, as a result, there is reasonable doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital to meet our working capital needs, we could be forced to cease operations.

The continuation of our Company as a going concern is dependent upon continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established 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 that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1	- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	- Include other inputs that are directly or indirectly observable in the marketplace.
Level 3	- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021 and March 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued liabilities. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace.

8

Derivative Financial Instruments – We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Basic and Diluted Net Loss Per Share

We compute net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021 and 2020, potentially dilutive shares related to our convertible notes payable and Series A Preferred Stock have not been included in the diluted loss per share computations as they would be antidilutive for the periods presented.

New Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements. 

3. SMG-Gold Acquisition

As stated in Note 1, on April 2, 2020, we entered into the Exchange Agreement with SMG and SMG’s wholly owned subsidiary SMG-Gold. Under the Exchange Agreement, SMG agreed to exchange one hundred percent (100%) of the issued and outstanding shares of SMG-Gold for an aggregate of 1,000,000 shares of our Series A Preferred Stock and 1,000,000 shares of our Series C Preferred Stock (the “Preferred Stock Consideration”). In November 2019, SMG-Gold had been assigned the rights and obligations of these participatory interests in Altyn Kokus LLP, a limited liability partnership organized under the laws of Kazakhstan engaged in mining operations, but the assignment was not completed since the participatory interests had not been legally transferred to SMG-Gold as a result of certain payments not being made to Bulat Kulchimbayev (“Bulat”), a Kazakhstan national, in consideration for the sale of the participatory interests.

On May 1, 2020, SMG-Gold and Bulat agreed to modify the obligations payable to Bulat as follows: (1) SMG-Gold would pay Bulat a total of $750,000 in US Dollars, payable at various dates through October 15, 2020 ($15,000 of which has been paid to date); and (2) in anticipation of the closing of the Exchange Agreement, SMG-Gold would provide that Palayan Resources, Inc. would issue to Bulat 4,000,000 shares of our restricted common stock. We issued the 4,000,000 shares of our common stock to Bulat on June 8, 2020 and recorded a deposit for the proposed SMG-Gold Acquisition of $16,000 based on an independent third-party valuation of the fair value of our common stock on the date of issuance.

9

Bulat never received any cash obligations owed to him, except for the $15,000 paid by us in July 2020. As such, Bulat did not transfer the participation interests in Altyn Kokus LLP to SMG-Gold. As a result, the transaction contemplated by the Exchange Agreement was deemed to be incomplete. Accordingly, on November 18, 2020, our Board of Directors voted unanimously to rescind the Exchange Agreement, to return the parties to their respective positions prior to entering into the Exchange Agreement, to the extent possible, to return the SMG-Gold shares to SMG, and to place a Stop Transfer Order with our transfer agent for the 4,000,000 shares of our common stock issued to Bulat.

Because of our Board’s decision to rescind the Exchange Agreement, during the three months ended December 31, 2020, we recorded a General and Administrative expense totaling $31,000, consisting of the $15,000 paid in cash to Bulat plus $16,000 in value for the 4,000,000 common shares issued to Bulat, since the Stop Transfer Order was unable to be put into effect.

4. Equipment, net

As of September 30, 2021, equipment consists of a laptop computer. Depreciation is being calculated on a straight-line basis over a three-year period and was $95 and $188, respectively, for the three and six months ended September 30, 2021. There was no depreciation for the corresponding periods ended September 30, 2020.

5. Related Party Transactions

Due to related party consists of the following at September 30, 2021 and March 31, 2021:

	September 30, 2021		March 31, 2021
Amount owed for working capital advances (1)	$	1,500	$	–
Amount owed for CEO services under Executive Employment Agreement (2)		19,000		–
Total	$	20,500	$	–

(1) From time to time, we have received advances from certain of our large stockholders, which we reported on our Balance Sheets under the caption Due to related parties. The advances bear no interest and are repayable on demand.

(2) Under an April 1, 2020 Executive Employment Agreement, amended December 2, 2020, we retained the services of Mr. James Jenkins, our CEO and Director, by and through C2C Business Strategies, LLC (formerly Irvine America MB Management, LLC) (“C2C”). During the six months ended September 30, 2021 and 2020, we expensed $60,000 and $45,000, respectively, for the services of Mr. Jenkins.

6. Notes Payable

Notes payable consists of the following at September 30, 2021 and March 31, 2021:

	September 30, 2021			March 31, 2021
Non-Related Parties:
Advances under unsecured credit line agreement	$	260,000		$	260,000
Less debt discount on amounts borrowed		(138,498	)		(225,884	)
Subtotal – non-related parties		121,502			34,116
Less current portion		(121,502	)		–
Long-term portion	$	–		$	34,116
Related Party:
Unsecured promissory note		25,000			25,000
Subtotal – related party		25,000			25,000
Less current portion		(25,000	)		(25,000	)
Long-term portion	$	–			–

10

NON-RELATED PARTIES

Unsecured Credit Line Agreement

Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone (“the Mambagone LOC”) under which Mambagone agreed to advance our Company a total of $1,050,000 on various dates specified in the Mambagone LOC. Each advance under the Mambagone LOC bears interest at 8% per annum and matures, along with all accrued and unpaid interest, on July 31, 2022. After advancing us $260,000, Mambagone has no more ability to make further advances and we don’t expect to receive any additional funds under the Mambagone LOC.

Mambagone has the right, but not the obligation, at any time, to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of our common stock. The conversion price shall be equal to seventy-five percent (75%) of the average of the closing price of our common stock during the ten (10) trading days immediately preceding the conversion date. We determined that the conversion provisions of the Mambagone LOC contain an embedded derivative feature and we valued the derivative feature separately, recording debt discount and derivative liabilities in accordance with the provisions of the advances. See Note 7. We are amortizing the debt discount on a straight-line basis over the term of the advances. For the three and six months ended September 30, 2021, we recorded amortization of debt discount of $41,914 and $82,596, respectively.

Other Promissory Notes

On July 24, 2020, we issued an unsecured convertible promissory note to an unrelated third party in the principal amount of $50,000. The note, which bore interest at 10% per annum, was convertible at $1.00 per share. We determined that this note contained a beneficial conversion feature of $18,432 based on the difference between the fair market value of our common stock on the date of issuance and the conversion price. We recorded this amount as a debt discount and were amortizing the discount on a straight-line basis over the two-year term of the note. During the three months ended September 30, 2020 we recorded amortization expense of $1,716 in connection with this note. In January 2021, all amounts owed under this note were forgiven by its holder and, as of September 30, 2021 and March 31, 2021, no amounts are owed under this note.

During the six months ended September 30, 2020, we issued two (2) notes payable to non-related parties totaling $30,000. The notes were unsecured, bore interest at 10% per annum, and were due on demand. All amounts owed to the two note holders were forgiven in January 2021 and, as of September 30, 2021 and March 31, 2021, no amounts are owed under these notes.

RELATED PARTY

Unsecured Promissory Note

On March 16, 2021, we issued an unsecured promissory note to one of our large stockholders in the amount of $25,000. The note bears interest at 10% per annum and is payable on demand. No demand has been made for payments against this note.

7. Derivative Liabilities

As stated in Note 6, Notes Payable, we determined that the advances under the unsecured credit line agreement contained an embedded derivative feature in the form of a conversion provision which was adjustable based on future prices of our common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The following table represents our derivative liability activity for the three and six months ended September 30, 2021:

Initial measurement of advances	$	264,203
Derivative expense		58,082
Balance at March 31, 2021		322,285
Derivative expense		14,165
Balance at June 30, 2021		336,450
Derivative income		(91,068	)
Balance at September 30, 2021	$	245,382

11

The fair value of the derivative features of the convertible notes were calculated using the following assumptions:

	Six Months Ended September 30, 2021
Expected term in years		Through 7/31/22
Risk-free interest rate		0.07% to 0.09%
Annual expected volatility		195% to 201%
Dividend yield		0.00%

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the issuance.

Volatility: We estimate the expected volatility of the stock price based on the corresponding volatility of our historical stock price for a period consistent with the convertible notes' expected terms.

Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

Remaining term: The remaining term is based on the remaining contractual term of the convertible notes.

8. Capital Stock

On June 1, 2020, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 75,000,000 to 500,000,000 and to authorize the issuance of up to 100,000,000 shares of preferred stock.

Preferred Stock

We are authorized to issue 100,000,000 shares of our $0.001 par value preferred stock and have designated three (3) series of preferred stock whose rights are described below:

Series A Preferred Stock – we have designated 5,000,000 Series A preferred shares. The Series A preferred ranking is senior to common shares, no dividends are payable, and each share is convertible into common shares at a rate of 15 common shares for each Series A preferred share. The voting rights for the Series A preferred was originally designated to be 100 votes for each Series A preferred share. On September 4, 2020 in the First Amendment to the Exchange Agreement, the voting rights were reduced to 20 votes for each Series A preferred share. As of September 30, 2021 and March 31, 2021, 2,500,000 shares of Series A preferred shares are outstanding.

Series B Preferred Stock – we have designated 5,000,000 Series B preferred shares. The Series B preferred ranking is senior to common stock, no dividends are payable, and each share is convertible into common shares at a rate of 10 common shares for each Series B preferred share. The voting rights for this Series B is designated to be 10 votes for each Series B preferred share. No Series B preferred shares are issued and outstanding at either September 30, 2021 or March 31, 2021.

Series C Preferred Stock – we have designated 5,000,000 Series C preferred shares. The Series C preferred ranking is senior to common stock, no dividends are payable, and each share is convertible into common shares at a rate of 30 common shares for each Series C preferred share. The Series C shares have no voting rights. No Series C preferred shares are issued and outstanding at either September 30, 2021 or March 31, 2021.

Common Stock

We are authorized to issue 500,000,000 shares of our $0.001 par value common stock and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders.

During the six months ended September 30, 2021, we issued 201,451 shares of our common stock to a vendor for services. These shares had been recorded in “Common Stock to be Issued” at March 31, 2021. We also issued 1,395,348 shares to the same vendor under the terms of a Services Agreement dated April 16, 2021. See Note 9.

12

9. Services Agreement

On April 16, 2021, we entered into a Services Agreement with Cicero Transact Group, Inc. Under the Agreement, Cicero has agreed to rebuild our website and social media sites and help identify and introduce potential acquisition targets to our Company. Once an acquisition is completed, Cicero has agreed to provide, at their sole discretion, any number of post-acquisition services listed in the Agreement. As consideration for the services, we issued Cicero 1,395,348 shares of our restricted common stock which were vested on the date of the Agreement. We valued the shares at $5,581, based on a valuation of our Company done by an independent third-party, and recorded a general and administrative expense of that amount during the three-month period ended June 30, 2021.

13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Set forth below are certain of our important accounting policies. For a full explanation of these and other of our important accounting policies, see Note 2 to Notes to the Financial Statements in our Form 10-K filed with the SEC on July 12, 2021.

Going Concern Considerations

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to US GAAP, which contemplate continuation of our Company as a going concern.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation.

We have generated no revenues to date and have an accumulated deficit of $872,016 as of September 30, 2021. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, our ability to raise equity or debt financing, and the attainment of profitable operations from our Company’s future business. These factors raise substantial doubt regarding our ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our Company’s plan of action over the next twelve months is to raise capital.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Derivative Financial Instruments

We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

14

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.

RESULTS OF OPERATIONS

We have limited operational history. From our inception on July 26, 2013 to September 30, 2021, we did not generate any revenues.

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Operating Expenses

During the three months ended September 30, 2021, we incurred operating expenses of $69,030 compared to $113,610 in the previous year. The 2020 period includes a $31,000 expense related to the rescinded SMG-Gold transaction as described in Note 3 to the accompanying financial statements. In addition, the accounting expense in 2020 was higher than in 2021 by $12,600, mainly due to work performed on the SMG-Gold transaction.

Other Income and Expense

Interest expense increased $3,776 on higher levels of debt. We reported derivative income in the 2021 period of $91,068 related to our indebtedness to Mambagone as explained in Note 7 to the accompanying financial statements. Debt discount amortization in the 2021 period of $41,914 was also related to our Mambagone indebtedness. There was no derivative expense or debt discount amortization in the 2020 period.

Net Loss

Our net loss for the three months ended September 30, 2021 of $26,475 ($0.00 per share) compares to a net loss of $116,433 ($0.00 per share) in the previous year.

Six Months Ended September 30, 2021 Compared to Six Months Ended September 30, 2020

Operating Expenses

During the six months ended September 30, 2021, we incurred operating expenses of $142,597 compared to $174,320 in the previous year. The difference in operating expenses is principally due to the 2020 period containing a $31,000 expense related to the rescinded SMG-Gold transaction as described in Note 3 to the accompanying financial statements.

15

Other Income and Expense

Interest expense increased $7,926 on higher levels of debt. We reported derivative income in the 2021 period of $76,903 related to our indebtedness to Mambagone as explained in Note 7 to the accompanying financial statements. Debt discount amortization in the 2021 period of $82,596 was also related to our Mambagone indebtedness. There was no derivative expense or debt discount amortization in the 2020 period.

Net Loss

Our net loss for the three months ended September 30, 2021 of $160,075 ($0.00 per share) compares to a net loss of $178,179 ($0.01 per share) in the previous year.

LIQUIDITY AND CAPITAL RESOURCES

Since inception we have raised capital through debt financing, advances from related parties and private placements of our common stock. Our capital commitments for the coming 12 months consist of administrative expenses, expenses associated with investment in companies, and costs of distribution of our securities. We estimate that we will have to incur the following expenses during the next 12 months:

Description	Estimated Completion Date (1)	Estimated Expenses ($)
Legal and accounting fees and expenses(2)	12 months	95,000
Investor relations and capital raising	12 months	125,000
General and administrative expenses	12 months	207,000
Transfer Agent and Edgar Services	12 months	18,000
Investment in companies	12 months	600,000
Total		1,045,000

⁽¹⁾ Budget Items are listed in order of priority.

⁽²⁾ Includes $45,000 for accounting and auditing.

Since our initial share issuances, our company has been unable to raise additional capital forcing us to rely on debt financing and cash advances from related parties to meet current and future liabilities over the foreseeable future. Based on our cash on hand of $298 as of September 30, 2021, we will be required to raise additional funds to execute our current plan of operation. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us. In that regard, we will prioritize expenditures to (in order of priority): (i) maintain our mineral exploration license; and (ii) to conduct our planned exploration activities. We intend to raise the capital that we require through the private placement of our securities or through loans. However, we have not received any financing commitments and there is no guarantee that we will be successful in so doing.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We do not presently intend to hire any employees.

16

CASH FLOWS

Operating Activities

During the six months ended September 30, 2021, we used cash of $98,591 for operating activities compared to $103,629 during the same period in 2020. The decrease in cash used was mainly attributable to the decrease in our net loss, offset to some extent by a net decrease in non-cash items and changes in in accounts payable and accrued liabilities and in due to related parties. Significant non-cash items in the 2021 period which did not exist in the 2020 period included derivative income of $76,903, debt discount amortization of $82,596 and an expense for shares issued for services of $5,581. The 2020 period included a non-cash expense of $16,000 for shares issued as an acquisition deposit for the SMG-Gold transaction. Finally, there was a decrease in accounts payable and accrued expenses and due to related party liabilities in the 2021 period compared to 2020 of $5,211.

Investing Activities

There were no investing activities in the 2021 period. During the six months ended September 30, 2020 we had capital expenditures of $1,123.

Financing Activities

There were no financing activities in the comparable 2021 period. During the six months ended September 30, 2020, we received $5,000 from the sale of 10,000 shares of our common stock and $105,600 in proceeds from the issuance of notes payable.

Trends

Other than potential impacts of Covid-19, we are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term or short term, other than as described in this section or our in Item 1A of our Form 10-K (Risk Factors) filed July 12, 2021.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

None

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were not effective as of September 30, 2021.

Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended September 30, 2021.

17

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to other information set forth in this report, you should carefully consider the risk factors described in our Registration Statement on Form S-1, which was declared effective on November 12, 2014. Those factors could materially affect our business, financial condition or future results. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a materially adverse effect on our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Ref	Description of Document
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32.1		Certification of Principal 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 Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101	*	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

18

SIGNATURES

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.

	PALAYAN RESOURCES, INC.
Date: November 10, 2021	By:	/s/ James Jenkins
		James Jenkins
		President
		(Principal Executive Officer; Principal Financial Officer)

19

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, James E. Jenkins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Palayan Resources Inc.;

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(s) 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 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) 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 functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that 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 10, 2021

/s/James E. Jenkins

James E. Jenkins

President and Director

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, James E. Jenkins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Palayan Resources Inc;

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(s) 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 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) 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 functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that 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 10, 2021

/s/James E. Jenkins

James E. Jenkins

Secretary and Treasurer

Palayan Resources Inc.

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350

and Rule 13a-14(b) or Rule 15d-14(b)

My name is James E. Jenkins. I am the President of Palayan Resources Inc. (the “Company”).

I hereby certify pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes–Oxley Act of 2002 that to the best of my knowledge and belief:

(1) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the U.S. Securities and Exchange Commission (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of Palayan Resources, Inc. as of, and for, the periods presented in the Report.

/s/James E. Jenkins

President and Director

Palayan Resources Inc.

Date: November 10, 2021

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

and Rule 13a-14(b) or Rule 15d-14(b)

My name is James E. Jenkins, and I am the and Secretary and Treasurer of Palayan Resources Inc. (the “Company”).

I hereby certify pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes–Oxley Act of 2002 that to the best of my knowledge and belief:

(1) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the U.S. Securities and Exchange Commission (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of Palayan Resources, Inc. as of, and for, the periods presented in the Report.

/s/James E. Jenkins

James E. Jenkins

Secretary and Treasurer

Palayan Resources Inc.

Date: November 10, 2021

XML

Cover - shares	6 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--03-31
Entity File Number	000-55348
Entity Registrant Name	Palayan Resources, Inc.
Entity Central Index Key	0001612851
Entity Tax Identification Number	83-4575865
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	850 Teague Trail
Entity Address, Address Line Two	#580
Entity Address, City or Town	Lady Lake
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32159
City Area Code	407
Local Phone Number	536-9422
Title of 12(b) Security	Common Stock
Trading Symbol	PLYN
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		35,973,557

XML

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Current assets:
Cash	$ 298	$ 98,889
Total current assets	298	98,889
Equipment, net	678	866
Total Assets	976	99,755
Current liabilities:
Accounts payable and accrued liabilities	29,900	5,168
Note payable – related party	25,000	25,000
Convertible note payable – non-related party, net of debt discount	121,502	0
Derivative liabilities	245,382	0
Due to related party	20,500	0
Total current liabilities	442,284	30,168
Long-term liabilities:
Convertible note payable – non-related party, net of debt discount	0	34,116
Derivative liabilities	0	322,285
Total long-term liabilities	0	356,401
Total Liabilities	442,284	386,569
Commitments and contingencies	0	0
Stockholders' deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized; 35,973,557 and 34,376,758 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively	35,974	34,377
Common stock to be issued, none and 201,451 at September 30, 2021 and March 31, 2021, respectively	0	201
Additional paid-in capital	392,234	388,049
Accumulated deficit	(872,016)	(711,941)
Total Stockholders' Deficit	(441,308)	(286,814)
Total Liabilities and Stockholders’ Deficit	976	99,755
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized	2,500	2,500
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized	0	0
Series C Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized	$ 0	$ 0

XML

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Mar. 31, 2021
Preferred stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Common stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	35,973,557	34,376,758
Common stock, shares outstanding	35,973,557	34,376,758
Common stock, shares to be issued	0	201,451
Series A Preferred Stock [Member]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	2,500,000	2,500,000
Preferred stock, shares outstanding	2,500,000	2,500,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses:
Selling and marketing expense	$ 329	$ 5,116	$ 768	$ 5,116
General and administrative expense	68,701	108,494	141,829	169,204
Total operating expense	69,030	113,610	142,597	174,320
Operating loss	(69,030)	(113,610)	(142,597)	(174,320)
Other income (expense):
Interest expense	(6,599)	(2,823)	(11,785)	(3,859)
Derivative income	91,068	0	76,903	0
Debt discount amortization	(41,914)	0	(82,596)	0
Total other income (expense)	42,555	(2,823)	(17,478)	(3,859)
Loss before provision for income taxes	(26,475)	(116,433)	(160,075)	(178,179)
Provision for income taxes	0	0	0	0
Net loss	$ (26,475)	$ (116,433)	$ (160,075)	$ (178,179)
Weighted average shares basic and diluted	35,973,557	34,376,649	35,851,559	32,713,807
Weighted average basic and diluted loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)

XML

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Preferred Stock Series C [Member]	Common Stock [Member]	Common Stock To Be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Mar. 31, 2020				$ 30,020		$ 13,019	$ (251,437)	$ (208,398)
Beginning Balance, shares at Mar. 31, 2020				30,020,000
Common stock issued for services				$ 347		1,040		1,387
Common stock issued for services, shares				346,758
Common Stock issued as deposit for acquisition				$ 4,000		12,000		16,000
Common Stock issued as deposit for acquisition, shares				4,000,000
Net loss							(61,746)	(61,746)
Ending balance, value at Jun. 30, 2020				$ 34,367		26,059	(313,183)	(252,757)
Ending Balance, shares at Jun. 30, 2020				34,366,758
Beginning balance, value at Mar. 31, 2020				$ 30,020		13,019	(251,437)	(208,398)
Beginning Balance, shares at Mar. 31, 2020				30,020,000
Net loss								(178,179)
Ending balance, value at Sep. 30, 2020				$ 34,377		49,481	(429,616)	(345,758)
Ending Balance, shares at Sep. 30, 2020				34,376,758
Beginning balance, value at Jun. 30, 2020				$ 34,367		26,059	(313,183)	(252,757)
Beginning Balance, shares at Jun. 30, 2020				34,366,758
Sale of common shares				$ 10		4,990		5,000
Sale of common shares, shares				10,000
Beneficial conversion feature						18,432		18,432
Net loss							(116,433)	(116,433)
Ending balance, value at Sep. 30, 2020				$ 34,377		49,481	(429,616)	(345,758)
Ending Balance, shares at Sep. 30, 2020				34,376,758
Beginning balance, value at Mar. 31, 2021	$ 2,500			$ 34,377	$ 201	388,049	(711,941)	(286,814)
Beginning Balance, shares at Mar. 31, 2021	2,500,000			34,376,758	201,451
Common stock issued for services				$ 1,597	$ (201)	4,185		5,581
Common stock issued for services, shares				1,596,799	(201,451)
Net loss							(133,600)	(133,600)
Ending balance, value at Jun. 30, 2021	$ 2,500			$ 35,974		392,234	(845,541)	(414,833)
Ending Balance, shares at Jun. 30, 2021	2,500,000			35,973,557
Beginning balance, value at Mar. 31, 2021	$ 2,500			$ 34,377	$ 201	388,049	(711,941)	(286,814)
Beginning Balance, shares at Mar. 31, 2021	2,500,000			34,376,758	201,451
Net loss								(160,075)
Ending balance, value at Sep. 30, 2021	$ 2,500			$ 35,974		392,234	(872,016)	(441,308)
Ending Balance, shares at Sep. 30, 2021	2,500,000			35,973,557
Beginning balance, value at Jun. 30, 2021	$ 2,500			$ 35,974		392,234	(845,541)	(414,833)
Beginning Balance, shares at Jun. 30, 2021	2,500,000			35,973,557
Net loss							(26,475)	(26,475)
Ending balance, value at Sep. 30, 2021	$ 2,500			$ 35,974		$ 392,234	$ (872,016)	$ (441,308)
Ending Balance, shares at Sep. 30, 2021	2,500,000			35,973,557

XML

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (160,075)	$ (178,179)
Adjustments to reconcile net loss to net cash used in operating activities:
Value of shares issued as acquisition deposit	0	16,000
Shares issued for services	5,581	1,388
Derivative income	(76,903)	0
Depreciation and amortization	188	1,929
Debt discount amortization	82,596	0
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	29,522	32,734
Due to related parties	20,500	22,499
Net cash used in operating activities	(98,591)	(103,629)
Cash flows from investing activities:
Capital expenditures	0	(1,123)
Net cash used in investing activities	0	(1,123)
Cash flows from financing activities:
Proceeds from sale of common stock	0	5,000
Proceeds from issuance of notes payable – non-related parties	0	80,000
Proceeds from issuance of notes payable – related party	0	25,600
Net cash provided by financing activities	0	110,600
Net change in cash	(98,591)	5,848
Cash, beginning of period	98,889	77
Cash, end of period	298	5,925
Cash paid during the period for:
Interest	0	0
Taxes	0	0
Supplemental disclosures of non-cash investing and financing activities:
Beneficial conversion feature	$ 0	$ 18,432

XML

Organization History and Business

6 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization History and Business

1. Organization History and Business

Organization and Business

We were incorporated in the State of Nevada on July 26, 2013 and are a mineral exploration and production company engaged in the exploration, acquisition, and development of mineral properties. On April 2, 2020, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Scythian Mining Group Ltd. (“SMG”), a United Kingdom company, to acquire 100% interest in SMG-Gold B.V. (“SMG-Gold”), a Dutch limited liability company (the “SMG-Gold Acquisition”). While the Exchange Agreement was closed on July 7, 2020, it was never finalized because consideration for the transaction was never fully exchanged. On November 18, 2020, our Board of Directors voted unanimously to rescind the transaction and return the SMG-Gold shares to SMG. See Note 3 for additional information.

On January 8, 2021, we entered into a Joint Venture Agreement (the “JV Agreement”) with Provenance Gold Corporation, a Canadian publicly traded company (“PAU”) to fund and develop a series of 102 lode mineral claims and one (1) patented mining claim, all of which are located in Nye County in the State of Nevada (the “Venture”). Subsequent to the closing of the JV Agreement, both parties deemed it in their best interests not to move forward with the Venture based on various factors, including, but not limited to, financial constraints and considerations, current global economic factors, and general operational difficulties relating to the initial operations of the Venture. Accordingly, on March 22, 2021, we entered into a Rescission Agreement with PAU rescinding and rendering null and void the JV Agreement, and returning any funds advanced by either party in connection with the JV Agreement.

On May 10, 2021, we issued a press release stating our Company was changing its market focus as our management recognizes that our Company needs to move in a new direction and will pursue acquisition opportunities that can benefit private companies through our Company’s public status. The benefit to our Company and its shareholders will be built on acquisitions based on growth and revenue of targeted acquisitions.

We will be restructured as a holding company seeking transactions on a managed basis, acquiring controlling interest in acquisition targets as subsidiaries of our Company. Using a holding company strategy, we will be able to mitigate risk while making multiple acquisitions. All targeted acquisitions must be audited or auditable. We will make either majority or minority investments in companies that meet its investment criteria.

As a holding company, we will not manufacture anything, sell any products or services, or conduct any other business operations. Our purpose is to hold the controlling stock or membership interests in other companies.

Our Company is taking an agnostic approach regarding industry, in almost every contemplated acquisition, we will retain the management team of the acquired company. The subsidiary’s own management will run the day-to-day business, as this retention of management post transaction will maintain operational continuity. Our Company’s management will be responsible for overseeing how the subsidiaries are run and assisting their management as needed.

Our Company is seeking opportunities in mature private companies that are in transition or growth mode.

We have begun sourcing opportunities through a number of third-party organizations. Transactions will be subject to industry standard due-diligence requirements. Of course, no two acquisitions are the same, so the due diligence process will vary from one situation to the next. In general, however, there are up to five types of due diligence; (i) Business; (ii) Accounting; (iii) Legal; (iv) Valuation and (v) Environmental, that will need to be completed as part of the process for any proposed transaction.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation.

XML

Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on July 12, 2021. The results of operations for the three and six months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year.

Going Concern Considerations

The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $872,016 as of September 30, 2021. Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone, S.A de C.V. (“Mambagone”) which allowed for advances totaling $1,050,000. However, after borrowing $260,000 under the Credit Line Agreement, as described in Note 6, Mambagone has no more ability to make further advances. As such, there is uncertainty whether our capital needs over the next 12 months can be met and, as a result, there is reasonable doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital to meet our working capital needs, we could be forced to cease operations.

The continuation of our Company as a going concern is dependent upon continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established 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 that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1	- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	- Include other inputs that are directly or indirectly observable in the marketplace.
Level 3	- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021 and March 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued liabilities. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace.

Derivative Financial Instruments – We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Basic and Diluted Net Loss Per Share

We compute net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021 and 2020, potentially dilutive shares related to our convertible notes payable and Series A Preferred Stock have not been included in the diluted loss per share computations as they would be antidilutive for the periods presented.

New Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements. 

XML

SMG-Gold Acquisition

6 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

SMG-Gold Acquisition

3. SMG-Gold Acquisition

As stated in Note 1, on April 2, 2020, we entered into the Exchange Agreement with SMG and SMG’s wholly owned subsidiary SMG-Gold. Under the Exchange Agreement, SMG agreed to exchange one hundred percent (100%) of the issued and outstanding shares of SMG-Gold for an aggregate of 1,000,000 shares of our Series A Preferred Stock and 1,000,000 shares of our Series C Preferred Stock (the “Preferred Stock Consideration”). In November 2019, SMG-Gold had been assigned the rights and obligations of these participatory interests in Altyn Kokus LLP, a limited liability partnership organized under the laws of Kazakhstan engaged in mining operations, but the assignment was not completed since the participatory interests had not been legally transferred to SMG-Gold as a result of certain payments not being made to Bulat Kulchimbayev (“Bulat”), a Kazakhstan national, in consideration for the sale of the participatory interests.

On May 1, 2020, SMG-Gold and Bulat agreed to modify the obligations payable to Bulat as follows: (1) SMG-Gold would pay Bulat a total of $750,000 in US Dollars, payable at various dates through October 15, 2020 ($15,000 of which has been paid to date); and (2) in anticipation of the closing of the Exchange Agreement, SMG-Gold would provide that Palayan Resources, Inc. would issue to Bulat 4,000,000 shares of our restricted common stock. We issued the 4,000,000 shares of our common stock to Bulat on June 8, 2020 and recorded a deposit for the proposed SMG-Gold Acquisition of $16,000 based on an independent third-party valuation of the fair value of our common stock on the date of issuance.

Bulat never received any cash obligations owed to him, except for the $15,000 paid by us in July 2020. As such, Bulat did not transfer the participation interests in Altyn Kokus LLP to SMG-Gold. As a result, the transaction contemplated by the Exchange Agreement was deemed to be incomplete. Accordingly, on November 18, 2020, our Board of Directors voted unanimously to rescind the Exchange Agreement, to return the parties to their respective positions prior to entering into the Exchange Agreement, to the extent possible, to return the SMG-Gold shares to SMG, and to place a Stop Transfer Order with our transfer agent for the 4,000,000 shares of our common stock issued to Bulat.

Because of our Board’s decision to rescind the Exchange Agreement, during the three months ended December 31, 2020, we recorded a General and Administrative expense totaling $31,000, consisting of the $15,000 paid in cash to Bulat plus $16,000 in value for the 4,000,000 common shares issued to Bulat, since the Stop Transfer Order was unable to be put into effect.

XML

Equipment, net

6 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Equipment, net

4. Equipment, net

As of September 30, 2021, equipment consists of a laptop computer. Depreciation is being calculated on a straight-line basis over a three-year period and was $95 and $188, respectively, for the three and six months ended September 30, 2021. There was no depreciation for the corresponding periods ended September 30, 2020.

XML

Related Party Transactions

6 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

5. Related Party Transactions

Due to related party consists of the following at September 30, 2021 and March 31, 2021:

	September 30, 2021		March 31, 2021
Amount owed for working capital advances (1)	$	1,500	$	–
Amount owed for CEO services under Executive Employment Agreement (2)		19,000		–
Total	$	20,500	$	–

(1) From time to time, we have received advances from certain of our large stockholders, which we reported on our Balance Sheets under the caption Due to related parties. The advances bear no interest and are repayable on demand.

(2) Under an April 1, 2020 Executive Employment Agreement, amended December 2, 2020, we retained the services of Mr. James Jenkins, our CEO and Director, by and through C2C Business Strategies, LLC (formerly Irvine America MB Management, LLC) (“C2C”). During the six months ended September 30, 2021 and 2020, we expensed $60,000 and $45,000, respectively, for the services of Mr. Jenkins.

XML

Notes Payable

6 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Notes Payable

6. Notes Payable

Notes payable consists of the following at September 30, 2021 and March 31, 2021:

	September 30, 2021			March 31, 2021
Non-Related Parties:
Advances under unsecured credit line agreement	$	260,000		$	260,000
Less debt discount on amounts borrowed		(138,498	)		(225,884	)
Subtotal – non-related parties		121,502			34,116
Less current portion		(121,502	)		–
Long-term portion	$	–		$	34,116
Related Party:
Unsecured promissory note		25,000			25,000
Subtotal – related party		25,000			25,000
Less current portion		(25,000	)		(25,000	)
Long-term portion	$	–			–

NON-RELATED PARTIES

Unsecured Credit Line Agreement

Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone (“the Mambagone LOC”) under which Mambagone agreed to advance our Company a total of $1,050,000 on various dates specified in the Mambagone LOC. Each advance under the Mambagone LOC bears interest at 8% per annum and matures, along with all accrued and unpaid interest, on July 31, 2022. After advancing us $260,000, Mambagone has no more ability to make further advances and we don’t expect to receive any additional funds under the Mambagone LOC.

Mambagone has the right, but not the obligation, at any time, to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of our common stock. The conversion price shall be equal to seventy-five percent (75%) of the average of the closing price of our common stock during the ten (10) trading days immediately preceding the conversion date. We determined that the conversion provisions of the Mambagone LOC contain an embedded derivative feature and we valued the derivative feature separately, recording debt discount and derivative liabilities in accordance with the provisions of the advances. See Note 7. We are amortizing the debt discount on a straight-line basis over the term of the advances. For the three and six months ended September 30, 2021, we recorded amortization of debt discount of $41,914 and $82,596, respectively.

Other Promissory Notes

On July 24, 2020, we issued an unsecured convertible promissory note to an unrelated third party in the principal amount of $50,000. The note, which bore interest at 10% per annum, was convertible at $1.00 per share. We determined that this note contained a beneficial conversion feature of $18,432 based on the difference between the fair market value of our common stock on the date of issuance and the conversion price. We recorded this amount as a debt discount and were amortizing the discount on a straight-line basis over the two-year term of the note. During the three months ended September 30, 2020 we recorded amortization expense of $1,716 in connection with this note. In January 2021, all amounts owed under this note were forgiven by its holder and, as of September 30, 2021 and March 31, 2021, no amounts are owed under this note.

During the six months ended September 30, 2020, we issued two (2) notes payable to non-related parties totaling $30,000. The notes were unsecured, bore interest at 10% per annum, and were due on demand. All amounts owed to the two note holders were forgiven in January 2021 and, as of September 30, 2021 and March 31, 2021, no amounts are owed under these notes.

RELATED PARTY

Unsecured Promissory Note

On March 16, 2021, we issued an unsecured promissory note to one of our large stockholders in the amount of $25,000. The note bears interest at 10% per annum and is payable on demand. No demand has been made for payments against this note.

XML

Derivative Liabilities

6 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

7. Derivative Liabilities

As stated in Note 6, Notes Payable, we determined that the advances under the unsecured credit line agreement contained an embedded derivative feature in the form of a conversion provision which was adjustable based on future prices of our common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The following table represents our derivative liability activity for the three and six months ended September 30, 2021:

Initial measurement of advances	$	264,203
Derivative expense		58,082
Balance at March 31, 2021		322,285
Derivative expense		14,165
Balance at June 30, 2021		336,450
Derivative income		(91,068	)
Balance at September 30, 2021	$	245,382

The fair value of the derivative features of the convertible notes were calculated using the following assumptions:

	Six Months Ended September 30, 2021
Expected term in years		Through 7/31/22
Risk-free interest rate		0.07% to 0.09%
Annual expected volatility		195% to 201%
Dividend yield		0.00%

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the issuance.

Volatility: We estimate the expected volatility of the stock price based on the corresponding volatility of our historical stock price for a period consistent with the convertible notes' expected terms.

Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

Remaining term: The remaining term is based on the remaining contractual term of the convertible notes.

XML

Capital Stock

6 Months Ended

Sep. 30, 2021

Equity [Abstract]

Capital Stock

8. Capital Stock

On June 1, 2020, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 75,000,000 to 500,000,000 and to authorize the issuance of up to 100,000,000 shares of preferred stock.

Preferred Stock

We are authorized to issue 100,000,000 shares of our $0.001 par value preferred stock and have designated three (3) series of preferred stock whose rights are described below:

Series A Preferred Stock – we have designated 5,000,000 Series A preferred shares. The Series A preferred ranking is senior to common shares, no dividends are payable, and each share is convertible into common shares at a rate of 15 common shares for each Series A preferred share. The voting rights for the Series A preferred was originally designated to be 100 votes for each Series A preferred share. On September 4, 2020 in the First Amendment to the Exchange Agreement, the voting rights were reduced to 20 votes for each Series A preferred share. As of September 30, 2021 and March 31, 2021, 2,500,000 shares of Series A preferred shares are outstanding.

Series B Preferred Stock – we have designated 5,000,000 Series B preferred shares. The Series B preferred ranking is senior to common stock, no dividends are payable, and each share is convertible into common shares at a rate of 10 common shares for each Series B preferred share. The voting rights for this Series B is designated to be 10 votes for each Series B preferred share. No Series B preferred shares are issued and outstanding at either September 30, 2021 or March 31, 2021.

Series C Preferred Stock – we have designated 5,000,000 Series C preferred shares. The Series C preferred ranking is senior to common stock, no dividends are payable, and each share is convertible into common shares at a rate of 30 common shares for each Series C preferred share. The Series C shares have no voting rights. No Series C preferred shares are issued and outstanding at either September 30, 2021 or March 31, 2021.

Common Stock

We are authorized to issue 500,000,000 shares of our $0.001 par value common stock and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders.

During the six months ended September 30, 2021, we issued 201,451 shares of our common stock to a vendor for services. These shares had been recorded in “Common Stock to be Issued” at March 31, 2021. We also issued 1,395,348 shares to the same vendor under the terms of a Services Agreement dated April 16, 2021. See Note 9.

XML

Services Agreement

6 Months Ended

Sep. 30, 2021

Services Agreement

Services Agreement

9. Services Agreement

On April 16, 2021, we entered into a Services Agreement with Cicero Transact Group, Inc. Under the Agreement, Cicero has agreed to rebuild our website and social media sites and help identify and introduce potential acquisition targets to our Company. Once an acquisition is completed, Cicero has agreed to provide, at their sole discretion, any number of post-acquisition services listed in the Agreement. As consideration for the services, we issued Cicero 1,395,348 shares of our restricted common stock which were vested on the date of the Agreement. We valued the shares at $5,581, based on a valuation of our Company done by an independent third-party, and recorded a general and administrative expense of that amount during the three-month period ended June 30, 2021.

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on July 12, 2021. The results of operations for the three and six months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the full year.

Going Concern Considerations

Going Concern Considerations

The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $872,016 as of September 30, 2021. Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone, S.A de C.V. (“Mambagone”) which allowed for advances totaling $1,050,000. However, after borrowing $260,000 under the Credit Line Agreement, as described in Note 6, Mambagone has no more ability to make further advances. As such, there is uncertainty whether our capital needs over the next 12 months can be met and, as a result, there is reasonable doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital to meet our working capital needs, we could be forced to cease operations.

The continuation of our Company as a going concern is dependent upon continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established 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 that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1	- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	- Include other inputs that are directly or indirectly observable in the marketplace.
Level 3	- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021 and March 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, and accrued liabilities. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace.

Derivative Financial Instruments – We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

We compute net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021 and 2020, potentially dilutive shares related to our convertible notes payable and Series A Preferred Stock have not been included in the diluted loss per share computations as they would be antidilutive for the periods presented.

New Accounting Pronouncements

New Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements. 

XML

Related Party Transactions (Tables)

6 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Schedule of due to related party

	September 30, 2021		March 31, 2021
Amount owed for working capital advances (1)	$	1,500	$	–
Amount owed for CEO services under Executive Employment Agreement (2)		19,000		–
Total	$	20,500	$	–

XML

Notes Payable (Tables)

6 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of notes payable

	September 30, 2021			March 31, 2021
Non-Related Parties:
Advances under unsecured credit line agreement	$	260,000		$	260,000
Less debt discount on amounts borrowed		(138,498	)		(225,884	)
Subtotal – non-related parties		121,502			34,116
Less current portion		(121,502	)		–
Long-term portion	$	–		$	34,116
Related Party:
Unsecured promissory note		25,000			25,000
Subtotal – related party		25,000			25,000
Less current portion		(25,000	)		(25,000	)
Long-term portion	$	–			–

XML

Derivative Liabilities (Tables)

6 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative liability activity

Initial measurement of advances	$	264,203
Derivative expense		58,082
Balance at March 31, 2021		322,285
Derivative expense		14,165
Balance at June 30, 2021		336,450
Derivative income		(91,068	)
Balance at September 30, 2021	$	245,382

Schedule of assumptions used to calculate derivative features of convertible notes

	Six Months Ended September 30, 2021
Expected term in years		Through 7/31/22
Risk-free interest rate		0.07% to 0.09%
Annual expected volatility		195% to 201%
Dividend yield		0.00%

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 30, 2021	Mar. 31, 2021	Dec. 04, 2020
Line of Credit Facility [Line Items]
Accumulated deficit	$ 872,016	$ 711,941
Mambagone [Member]
Line of Credit Facility [Line Items]
Line of credit facility			$ 1,050,000

XML

SMG-Gold Acquisition (Details Narrative) - USD ($)		3 Months Ended				6 Months Ended
	Jun. 08, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	May 01, 2020
Business Acquisition [Line Items]
Stock issued as deposit for acquisition			$ 16,000		$ 16,000
General and administrative expense		$ 68,701	31,000	$ 108,494		$ 141,829	$ 169,204
Bulat [Member]
Business Acquisition [Line Items]
Cash paid for acquisition			$ 15,000
Stock issued as deposit for acquisition (in shares)			4,000,000
SMG-Gold B.V. [Member] | Bulat [Member]
Business Acquisition [Line Items]
Consideration payable								$ 750,000
Cash paid for acquisition						$ 15,000
Stock issued as deposit for acquisition (in shares)	4,000,000					4,000,000
Stock issued as deposit for acquisition	$ 16,000

XML

Equipment, net (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 95	$ 0	$ 188	$ 0

XML

Related Party Transactions (Details) - USD ($)		Sep. 30, 2021	Mar. 31, 2021
Related Party Transaction [Line Items]
Total		$ 20,500	$ 0
Large Stockholders [Member]
Related Party Transaction [Line Items]
Total	[1]	1,500	0
C 2 C Business Strategies [Member]
Related Party Transaction [Line Items]
Total	[2]	$ 19,000	$ 0

[1] From time to time, we have received advances from certain of our large stockholders, which we reported on our Balance Sheets under the caption Due to related parties. The advances bear no interest and are repayable on demand.

[2] Under an April 1, 2020 Executive Employment Agreement, amended December 2, 2020, we retained the services of Mr. James Jenkins, our CEO and Director, by and through C2C Business Strategies, LLC (formerly Irvine America MB Management, LLC) (“C2C”). During the six months ended September 30, 2021 and 2020, we expensed $60,000 and $45,000, respectively, for the services of Mr. Jenkins.

XML

Notes Payable (Details) - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Debt Disclosure [Abstract]
Advances under unsecured credit line agreement	$ 260,000	$ 260,000
Less debt discount on amounts borrowed	138,498	225,884
Subtotal – non-related parties	121,502	34,116
Less current portion	(121,502)	0
Long-term portion	0	34,116
Unsecured promissory note	25,000	25,000
Subtotal – related party	25,000	25,000
Less current portion	(25,000)	(25,000)
Long-term portion	$ 0	$ 0

XML

Notes Payable (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 16, 2020	Jul. 24, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Mar. 16, 2021	Dec. 04, 2020
Line of Credit Facility [Line Items]
Amortization expense			$ 41,914	$ (0)	$ 82,596	$ (0)
Beneficial conversion feature				$ 18,432
Unsecured Debt [Member]
Line of Credit Facility [Line Items]
Amortization expense			1,716
Unsecured convertible promissory note		$ 50,000
Interest rate		10.00%
Convertible per share		$ 1.00
Beneficial conversion feature		$ 18,432
Proceeds from issuance of note payable - related party						$ 30,000
Unsecured Debt [Member] | Principal Owner [Member]
Line of Credit Facility [Line Items]
Proceeds from issuance of note payable - related party	$ 25,000
Mambagone [Member]
Line of Credit Facility [Line Items]
Line of credit								$ 1,050,000
Mambagone [Member] | Unsecured Credit Line Agreement [Member]
Line of Credit Facility [Line Items]
Line of credit								$ 1,050,000
Interest rate							10.00%	8.00%
Amortization expense			$ 41,914		$ 82,596
Convertible debt, percentage of closing price						10.00%

XML

Derivative Liabilities (Details - derivative liability) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Initial measurement of advances			$ 264,203
Derivative expense		$ 14,165	58,082
Derivative Liability at beginning	$ 336,450	322,285
Derivative income	(91,068)
Derivative Liability at end	$ 245,382	$ 336,450	$ 322,285

XML

Derivative Liabilities (Details - Fair value of derivative features)	6 Months Ended
	Sep. 30, 2021
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	Through 7/31/22
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	0.07% to 0.09%
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	195% to 201%
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	0.00%

XML

Capital Stock (Details Narrative) - $ / shares	6 Months Ended
	Sep. 30, 2021	Apr. 16, 2021	Mar. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	100,000,000		100,000,000
Preferred stock, par value per share (in dollars per share)	$ 0.001		$ 0.001
Common stock, shares authorized	500,000,000		500,000,000
Common stock, par value per share (in dollars per share)	$ 0.001		$ 0.001
Common stock, shares to be issued	0	1,395,348	201,451
Vender [Member]
Class of Stock [Line Items]
Stock issued for services	201,451
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000		5,000,000
Shares of common stock issued for each convertible share	15
Preferred stock, shares issued	2,500,000		2,500,000
Preferred stock, shares outstanding	2,500,000		2,500,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000		5,000,000
Shares of common stock issued for each convertible share	10
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000		5,000,000
Shares of common stock issued for each convertible share	30
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0

XML

Services Agreement (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Apr. 16, 2021	Mar. 31, 2021
Services Agreement
Common Stock, Capital Shares Reserved for Future Issuance		0	1,395,348	201,451
Value of restricted stock	$ 5,581