10Q-2015-08-14

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Jun. 30, 2015	Aug. 13, 2015
Document and Entity Information:
Entity Registrant Name	FLASR, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	0001577189
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Common Stock, Shares Outstanding		112,696,664

BALANCE SHEET - USD ($)	Jun. 30, 2015	Mar. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 10,160	$ 6,421
Accounts receivable, net of allowance for doubtful accounts of $5,184 at June 30, 2015 and March 31, 2015	4,394	4,350
Inventory	48,613	$ 48,671
Prepaid expenses	14,583
Total Current Assets	77,750	$ 59,442
Trademark, net of $558 and $288 in accumulated amortization at June 30, 2015 and March 31, 2015, respectively	4,567	4,837
Total Assets	82,317	64,279
CURRENT LIABILITIES
Accounts payable	67,993	121,321
Accrued Interest	45,880	23,053
Short-term debt, net of deferred financing fees of $41,946 and $0 at June 30, 2015, respectively	897,804	$ 586,000
Fair value of derivatives on convertible debt	130,475
Due to Shareholder	119,256	$ 176,586
Total Current Liabilities	1,261,408	906,960
Total Liabilities	$ 1,261,408	$ 906,960
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 150,000,000 shares authorized, 114,480,000 and 114,050,00 shares issued and outstanding as of June 30, 2015 and March 31, 2015, respectively	$ 114,480	$ 114,050
Additional paid-in capital	3,795,520	3,757,450
Accumulated deficit	(5,089,091)	(4,714,181)
Total Stockholders' Deficit	(1,179,091)	(842,681)
Total Liabilities and Stockholders' Deficit	$ 82,317	$ 64,279

BALANCE SHEET (Parenthetical) - USD ($)	Jun. 30, 2015	Mar. 31, 2015
Balance Sheet Parenthetical
Accounts receivable, net of allowance for doubtful accounts	$ 5,184	$ 5,184
Trademark, net	558	288
Short-term debt, net of deferred financing fees	$ 41,946	$ 0
STOCKHOLDERS' DEFICIT
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	114,480,000	11,405,000
Common stock, shares outstanding	114,480,000	11,405,000

STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
STATEMENT OF OPERATIONS - USD ($)	Jun. 30, 2015	Jun. 30, 2014
Statement Of Operations
REVENUES	$ 695	$ 3,132
COST OF SALES	6,467	1,494
GROSS PROFIT (LOSS)	(5,772)	1,638
OPERATING EXPENSES:
General and administrative	$ 88,709	18,322
Preproduction Costs		500
Product advertising costs	$ 109,478	$ 2,838
Amortization Expense	$ 270
Research and Development Costs		$ 1,182
Total Operating Expenses	$ 198,457	$ 22,842
OTHER EXPENSES:
Interest Expense	40,206
Unrealized loss on derivatives for convertible debt	130,475
Total Other Expense	170,681
NET LOSS	$ (374,910)	$ (21,204)
Basic and diluted loss per share	$ 0.00	$ 0.00
Basic and diluted weighted average common shares outstanding:	114,182,308	86,000,000

STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Jun. 30, 2015	Jun. 30, 2014
OPERATING ACTIVITIES
Net loss	$ (374,910)	$ (21,204)
Amortization of deferred financing fees	16,254
Amortization expense	270
Common stock issued for marketing services	38,500
Unrealized loss on derivatives for convertible debt	130,475
Net changes in operating assets and liabilities:
Prepaid expenses	(14,583)
Accounts receivable	(44)
Inventory	58	$ 1,235
Accounts payable	(53,328)	$ (5,999)
Accrued interest	22,827
Net Cash Used in Operating Activities	(234,481)	$ (25,968)
FINANCING ACTIVITIES
Proceeds from short-term debt	$ 373,750	50,000
Proceeds from shareholder loan		(2,005)
Repayment from short term debt	$ (20,000)	(5,000)
Repayment from shareholder loans	(57,330)	$ (19,050)
Deferred financing fees	(58,200)
Net cash provided by Financing Activities	238,220	$ 27,955
NET INCREASE IN CASH AND CASH EQUIVALENTS	3,739	1,987
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	6,421	134
CASH AND CASH EQUIVALENTS AT END OF PERIOD	10,160	$ 2,121
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR:
Interest	40,206
NON-CASH TRANSACTIONS
Common stock issued for services to raise capital	14,400
Common stock issued for marketing services	$ 38,500

HISTORY AND ORGANIZATION OF THE COMPANY

3 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY

We were incorporated on April 22, 2013 in the State of Nevada under the name “Language Arts Corp.” to design, develop and launch an online language learning and translation service but never commenced such planned operations and has limited start-up operations and generated no revenues.

On July 23, 2014, Everett Dickson consummated the purchase of 6,000,000 shares of common stock of the Company from Maria del Pilar Jaen. The shares represented 63% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares of $30,000 was payable by Mr. Dickson to Ms. Jean on January 23, 2015.

Effective July 23, 2014, in connection with the closing of the Purchase Agreement, Ms. Jaen resigned as the sole officer and director of the Company and Mr. Dickson was appointed President, Chief Executive Officer, Chief Financial Officer and sole director of the Company.

The acquisition of FLASR by the Company was treated as a reverse capitalization, with FLASR deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting. The reverse merger is deemed a recapitalization and the accompanying financial statements represent the continuation of the financial statements of FLASR (the accounting acquirer/legal subsidiary) except for its capital structure, and the accompanying financial statements reflect the assets and liabilities of FLASR recognized and measured at their carrying value before the combination and the assets and liabilities of Language Arts (the legal acquiree/legal parent). The equity structure reflects the equity structure of Language Arts, the legal parent, and the equity structure of FLASR, the accounting acquirer, as restated to reflect the number of shares of the legal parent. The merged entity is referred to herein as “the Company”.

The Company sells portable waste solutions for consumers of moist tobacco products. We have created the FLASR™, a discreet, considerate, convenient and reusable spittoon system.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2015

Notes to Financial Statements

NOTE 2 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements.

The Company has elected a March 31 fiscal year end.

The accompanying financial statements at June 30, 2015 and March 31, 2015 and for the three-month ended June 30, 2015 and 2014 contain all normally recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for such periods. Operating results for the three months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016.

These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s audited financial statements for the year ended March 31, 2015, attached as Exhibit 99.1 to the Form 8-K filed with the SEC on June 29, 2015.

Recent Accounting Pronouncements

In May 2014, Financial Accounting Standards Board (“FASB”) issued guidance that introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In April 2015, the FASB decided to delay the effective date for the guidance. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the new guidance to determine the impact it will have on its financial statements.

In June 2014, the FASB issued amended guidance on the accounting for certain share-based employee compensation awards. The amended guidance applies to share-based employee compensation awards that include a performance target that affects vesting when the performance target can be achieved after the requisite service period. These targets are to be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award and compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect adoption will have a material impact on its financial statements.

In February 2015, the FASB issued amended guidance on the consolidation of legal entities including limited partnerships and limited liability corporations. The guidance modifies the consolidation models to be analyzed in determining whether a reporting entity should consolidate certain types of legal entities. The guidance must be applied using one of two retrospective application methods and will be effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company does not expect adoption will have a material impact on its financial statements.

In April 2015, the FASB issued guidance in order to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented as a direct deduction from the carrying amount of the debt liability rather than as a deferred charge asset as required under current guidance. The guidance also requires that the amortization of debt issuance costs be reported as interest expense. The guidance is effective for the Company starting January 1, 2016 and must be applied on a retrospective basis. Early adoption is permitted. The Company has chosen to early adopt this guidance as of the interim period ended March 31, 2015. No retrospective application was deemed necessary, as the Company did not have any debt issuance costs prior to the three months ended June 30, 2015. Approximately $0.04 million of debt issuance costs have been deducted from the carrying amount of debt as of June 30, 2015.

In June 2015, the FASB issued Accounting Standards Update No. 2015-10: Technical Corrections and Improvements (ASU 2015-10). ASU 2015-10 is part of an initiative to clarify the Accounting Standards Codification (Codification), correct unintended application of guidance, and make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU 2015-10 covers a wide range of topics in the Codification and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015; early adoption is permitted. The Company is currently evaluating the provisions of this accounting update and assessing the impact, if any, it may have on its financial position and results of operations.

GOING CONCERN

3 Months Ended

Jun. 30, 2015

Notes to Financial Statements

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using US GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited operating history and a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources.

Management plans to raise money by selling stock, and expects additional cash flows from sales in future periods. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

ISSUANCE OF NEW SHARES

3 Months Ended

Jun. 30, 2015

Notes to Financial Statements

NOTE 4 - ISSUANCE OF NEW SHARES

During the quarter ended June 30, 2015, in consideration for services previously rendered, the Company issued an additional 430,000 common shares to third party investors. The common shares issued and outstanding totaled 114,480,000 on June 30, 2015. The shares were valued at the market price on the respective dates of issuance, and the fair value of the shares was determined to be $52,900 and is recorded as advertising expense and cost of equity for the quarter ended June 30, 2015.

During the first quarter of fiscal year 2016, the Company entered into an agreement with Sports Byline USA that in consideration of services to be rendered, Sports Byline USA will receive shares valued at the market price on the respective date of issuance of $250,000 when services are rendered throughout the fiscal year.

DERIVATIVES AND SHORT-TERM DEBT

3 Months Ended

Jun. 30, 2015

Notes to Financial Statements

NOTE 5 - DERIVATIVES AND SHORT-TERM DEBT

Derivatives

During the first quarter of fiscal year 2016, the Company entered into several Security Purchase Agreements for convertible debt which contain the following embedded derivatives: (i) rights to convert principal and interest payable into shares of the Company’s common stock under specific circumstances for each Note; and (ii) conversion prices that varies depending on the stock prices at the time of the conversion.

Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.

Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities

Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an active market, and other observable information that can be corroborated by market data.

Level 3 – inputs are unobservable and corroborated by little or no market data.

While the Company believes that its valuation methods, as set forth below, are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain instruments could result in a different estimate of fair value at the reporting date.

The Company estimated the fair value of the embedded derivatives based upon Level 3 inputs as described below.

Convertible Notes

The Company estimated the fair value of the Convertible Notes using the Black-Scholes approach. The fair value of the derivatives at June 30, 2015 is $130,475.

During the first quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“Vis Vires”) for the sale of a convertible promissory note (the “Vis Vires Note”) in the principal amount of $38,000. On April 1 2015, Vis Vires executed the Securities Purchase Agreement and funded the Company pursuant to the terms thereof. The note bears an interest rate of 8% and is due on December 27, 2015. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 58% multiplied by the average of the lowest three trading prices during the 10 trading day period prior to the conversion date. The note was valued at $52,369 using the Black-Scholes valuation method. The estimated Warrants total 581,878, and the estimated exercise price is $.0690.