Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | May. 17, 2016 | Sep. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | TAURIGA SCIENCES, INC. | ||
Entity Central Index Key | 1,142,790 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 14,662,721 | ||
Entity Common Stock, Shares Outstanding | 1,219,820,933 | ||
Trading Symbol | TAUG | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Current assets: | ||
Cash | $ 209,098 | $ 812,907 |
Inventory | 90,987 | |
Investment - available for sale security | 4,063 | $ 62,500 |
Prepaid expenses and other current assets | 29,207 | 22,554 |
Total current assets | 333,355 | 897,961 |
Property and equipment, net | $ 25,286 | 24,616 |
Other assets: | ||
Deferred financing fees | 34,014 | |
Total assets | $ 358,641 | 956,591 |
Current liabilities: | ||
Notes payable to individuals | $ 48,775 | 56,425 |
Convertible notes to financial institutions | 263,917 | |
Accounts payable | $ 272,063 | 294,855 |
Accrued interest | 14,431 | 26,107 |
Accrued expenses | 271,216 | 289,930 |
Accrued professional fees | 486,372 | $ 372,939 |
Liability for common stock to be issued | 495,856 | |
Derivative liability | 90,000 | $ 1,581,119 |
Total current liabilities | $ 1,678,713 | $ 2,885,292 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, par value $0.00001; 1,000,000,000 shares authorized, 899,007,530 and 647,071,126 issued and outstanding at March 31, 2015 and 2014, respectively | $ 8,990 | $ 6,470 |
Additional paid-in capital | 48,150,896 | 42,400,892 |
Accumulated deficit | (49,243,640) | (44,154,684) |
Accumulated other comprehensive loss | (236,318) | (181,379) |
Total stockholders' deficit | (1,320,072) | (1,928,701) |
Total liabilities and stockholders' deficit | $ 358,641 | $ 956,591 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 899,007,530 | 647,071,126 |
Common stock, shares outstanding | 899,007,530 | 647,071,126 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 96,161 | |
Cost of goods sold | 41,802 | |
Gross profit | 54,359 | |
Operating expenses | ||
General and administrative | 3,882,347 | $ 6,142,174 |
Impairment of notes receivable | 175,100 | |
Impairment of license agreements | $ 100,000 | $ 1,355,988 |
Impairment of patents | 1,791,460 | |
Depreciation and amortization expense | $ 11,286 | 111,304 |
Total operating expenses | 4,168,733 | 9,400,926 |
Loss from operations | (4,114,374) | (9,400,926) |
Other income (expense) | ||
Interest expense | (186,693) | $ (572,571) |
Financing expense | (1,131,514) | |
Change in derivative liability | $ 343,625 | $ (1,409,877) |
Terminated acquisition costs | (395,823) | |
Amortization of debt discount | (68,575) | |
Loss on conversion of debt | (321,000) | |
Total other income (expense) - net | $ (974,582) | (2,767,846) |
Net loss | (5,088,956) | (12,168,772) |
Other comprehensive income (loss) | ||
Change in unrealized loss on available for sale security | (58,437) | (187,500) |
Foreign currency translation adjustment | 3,498 | 6,121 |
Total other comprehensive income (loss) | (54,939) | (181,379) |
Comprehensive loss | $ (5,143,895) | $ (12,350,151) |
Net loss per share - Basic and diluted | $ (0.01) | $ (0.03) |
Weighted average common shares outstanding - Basic and diluted | 786,403,218 | 349,147,736 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (5,088,956) | $ (12,168,772) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | $ 2,176,163 | 4,034,370 |
Impairment of patents | $ (1,791,460) | |
Impairment of note receivable | $ 175,100 | |
Impairment of license agreements | $ 1,355,988 | |
Note payable discount amortization | 68,575 | |
Depreciation and amortization | $ 11,286 | 111,304 |
Loss on conversion of debt | $ 321,000 | |
Issuance of a warrant for financing expense | $ 458,175 | |
Issuance of stock for financing expense | 103,947 | |
Amortization of deferred financing costs | 34,014 | $ 123,986 |
Accretion on convertible notes payable | 70,022 | 364,545 |
Change in derivative liability | $ (343,625) | 1,409,877 |
Costs of terminated acquisition | $ 395,823 | |
Share liability | $ 600,000 | |
Decrease (increase) in assets | ||
Inventory | $ (90,987) | |
Other receivables | $ 7,906 | |
Prepaid expenses | $ (34,308) | 21,980 |
Increase (decrease) in liabilities | ||
Accounts payable | (22,791) | 77,799 |
Accrued interest | 12,722 | 68,889 |
Accrued expenses | (18,714) | 141,582 |
Accrued professional fees | 113,433 | (45,727) |
Cash used in operating activities | (1,844,519) | (1,919,415) |
Cash flows from investing activities | ||
Purchase of equipment | $ (11,956) | (5,134) |
Purchase of intangible assets | (293,750) | |
Deferred acquisition costs | $ (28,295) | (395,823) |
Cash used in investing activities | $ (40,251) | (694,707) |
Cash flows from financing activities | ||
Proceeds from notes payable | 136,425 | |
Payment for financing costs | (23,000) | |
Proceeds from the sale of common stock | $ 1,118,500 | 989,816 |
Proceeds from convertible debentures | $ 2,173,372 | |
Payment of convertible debenture | $ (83,333) | |
Proceeds from warrant exercise | 250,000 | |
Commissions paid on sales of common stock | (56,000) | |
Cash provided by financing activities | 1,229,167 | $ 3,276,613 |
Foreign currency translation effect | 51,794 | 7,382 |
Net increase (decrease) in cash | (603,809) | 669,873 |
Cash, beginning of period | 812,907 | 143,034 |
Cash, end of period | $ 209,098 | $ 812,907 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | ||
Taxes Paid | ||
NON CASH ITEMS | ||
Conversion of convertible debentures to common stock | $ 1,473,196 | $ 2,607,759 |
Conversion of accrued interest to common stock | 24,398 | $ 50,786 |
Issuance of common stock for license common stock agreement | 100,000 | |
Available for sale security received as payment for deferred commercialization costs | 100,000 | |
Issuance of common stock for share liability | 104,144 | |
Impairment of available for sale security | 58,437 | $ 187,500 |
Issuance of common stock for cashless warrant exercise | 267 | |
Note receivable from terminated acquisition | $ 170,000 | |
Conversion of accounts payable to common stock | $ 60,000 | |
Purchase of intangible assets with common stock issuance of warrants | 2,956,101 | |
Issuance of common stock for investment in available for sale security | 250,000 | |
Issuance of common stock for deferred financing costs | $ 135,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance Restated at Mar. 31, 2013 | $ 2,264 | $ 31,000,267 | $ (31,985,912) | $ (1,261) | $ (984,642) |
Balance Restated, shares at Mar. 31, 2013 | 226,449,077 | ||||
Issuance of shares to former chief financial officer at $0.02 to $0.07 per share | $ 9 | 25,891 | 25,900 | ||
Issuance of shares to former chief financial officer at $0.02 to $0.07 per share, shares | 860,000 | ||||
Issuance of shares for cash at $0.03 to $0.06 per share | $ 366 | 989,450 | 989,816 | ||
Issuance of shares for cash at $0.03 to $0.06 per share, shares | 36,644,631 | ||||
Issuance of shares to chief executive officer and former CEO at $0.02 to $0.09 per share | $ 318 | 995,583 | 995,901 | ||
Issuance of shares to chief executive officer and former CEO at $0.02 to $0.09 per share, shares | 31,720,000 | ||||
Issuance of shares to convert convertible debt at $0.01to $0.09 per share | $ 1,916 | 2,750,220 | 2,752,136 | ||
Issuance of shares to convert convertible debt at $0.01 to $0.09 per share, shares | 191,604,392 | ||||
Issuance of shares to consultants at $0.01 to $0.09 per share | $ 1,409 | 2,753,964 | 2,755,381 | ||
Issuance of shares to consultants at $0.01 to $0.09 per share, shares | 141,700,390 | ||||
Issuance of shares to finalize licensing agreement at $0.04 | $ 25 | 106,225 | 106,250 | ||
Issuance of shares to finalize licensing agreement at $0.04, shares | 2,500,000 | ||||
Issuance of shares to settle accounts payable at $0.04 per share | $ 15 | 59,985 | 60,000 | ||
Issuance of shares to settle accounts payable at $0.04 per share, shares | 1,500,000 | ||||
Issuance of shares for loan commitment fees at $$0.02 to 0.03 per share | $ 105 | 254,895 | 255,000 | ||
Issuance of shares for loan commitment fees at $$0.02 to 0.03 per share, shares | 10,500,000 | ||||
Issuance of shares for available for sale investments at $0.06 per share | $ 43 | 249,957 | 250,000 | ||
Issuance of shares for available for sale investments at $0.06 per share, shares | 4,347,826 | ||||
Stock-based compensation | 364,596 | $ 364,596 | |||
Issuance of a warrant for financing expense | |||||
Strategic alliance warrant valuation | 1,139,851 | $ 1,139,851 | |||
Warrants issued to acquire Pilus Energy, LLC | 1,710,000 | 1,710,000 | |||
Impairment of available for sale securities | (187,500) | (187,500) | |||
Foreign currency translation adjustment | 7,382 | 7,382 | |||
Net loss for the year ended | (12,168,772) | (12,168,772) | |||
Balance Restated at Mar. 31, 2014 | $ 6,470 | 42,400,892 | (44,154,684) | (181,379) | (1,928,701) |
Balance Restated, shares at Mar. 31, 2014 | 647,071,126 | ||||
Issuance of shares to convert convertible debt at $0.01to $0.09 per share | $ 617 | 1,496,977 | 1,497,594 | ||
Issuance of shares to convert convertible debt at $0.01 to $0.09 per share, shares | 61,726,433 | ||||
Issuance of shares for cash at $0.01 to $0.06 per share | $ 692 | 1,117,808 | 1,118,500 | ||
Issuance of shares for cash at $0.01 to $0.06 per share, shares | 69,175,657 | ||||
Issuance of shares to chief executive officer at $0.01 to $0.07 per share | $ 42 | 118,958 | 119,000 | ||
Issuance of shares to chief executive officer at $0.01 to $0.07 per share, shares | 4,200,000 | ||||
Issuance of shares to consultants at $0.01 to $0.07 per share | $ 403 | 298,720 | 299,123 | ||
Issuance of shares to consultants at $0.01 to $0.07 per share, shares | 40,255,837 | ||||
Issuance of shares for fee to convert convertible debenture at $0.04 | $ 12 | 49,988 | 50,000 | ||
Issuance of shares for fee to convert convertible debenture at $0.04, shares | 1,250,000 | ||||
Issuance of shares for additional financing costs at $0.02 | $ 27 | 53,920 | 53,947 | ||
Issuance of shares for additional financing costs at $0.02, shares | 2,697,369 | ||||
Issuance of shares for warrant exercised at $0.01 per share | $ 122 | 249,878 | 250,000 | ||
Issuance of shares for warrant exercised at $0.01 per share, shares | 12,211,400 | ||||
Issuance of shares for settlement agreement at $0.01 per share | $ 200 | 103,944 | 104,144 | ||
Issuance of shares for settlement agreement at $0.01 per share, shares | 20,000,000 | ||||
Issuance of shares for license agreement at $0.01 per share | $ 109 | 99,891 | $ 100,000 | ||
Issuance of shares for license agreement at $0.01 per share, shares | 10,869,565 | ||||
Issuance of shares for cashless warrant exercise | $ 267 | (267) | |||
Issuance of shares for cashless warrant exercise, shares | 26,660,143 | ||||
Stock-based compensation vesting | 1,758,012 | $ 1,758,012 | |||
Issuance of a warrant for financing expense | 458,175 | 458,175 | |||
Commissions on sales of common stock | $ 29 | (56,000) | (55,971) | ||
Commissions on sales of common stock, shares | 2,890,000 | ||||
Impairment of available for sale securities | (58,437) | (58,437) | |||
Foreign currency translation adjustment | 3,498 | 3,498 | |||
Net loss for the year ended | (5,088,956) | (5,088,956) | |||
Balance Restated at Mar. 31, 2015 | $ 8,990 | $ 48,150,896 | $ (49,243,640) | $ (236,318) | $ (1,320,072) |
Balance Restated, shares at Mar. 31, 2015 | 899,007,530 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Equity issuance price to finalize licensing agreement | $ 0.01 | $ 0.04 |
Equity Issuance of shares to settle accounts payable | 0.04 | |
Equity issuance price for available for sale investments | 0.06 | |
Debt conversion price per share | 0.04 | |
Equity issuance for additional financing price per share | 0.02 | |
Issuance of warrants exercise price per share | 0.01 | |
Equity issuance price for settlement agreement | 0.01 | |
Minimum [Member] | ||
Equity issuance price for former chief financial officer | 0.02 | |
Equity issuance price for cash | 0.01 | 0.03 |
Equity issuance price for chief executive officer and former CEO | 0.01 | 0.02 |
Equity issuance price for convert convertible debenture | 0.01 | .01 |
Equity issuance price for consultants | 0.01 | 0.01 |
Equity issuance of shares for loan commitment fees | 0.02 | |
Maximum [Member] | ||
Equity issuance price for former chief financial officer | 0.07 | |
Equity issuance price for cash | .06 | 0.06 |
Equity issuance price for chief executive officer and former CEO | 0.07 | 0.09 |
Equity issuance price for convert convertible debenture | 0.09 | .09 |
Equity issuance price for consultants | $ 0.07 | 0.09 |
Equity issuance of shares for loan commitment fees | $ 0.03 |
Basis of Operations
Basis of Operations | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations | NOTE 1 – BASIS OF OPERATIONS Nature of Business The Company, prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company was then moving in the direction of a diversified biotechnology company. The mission of the Company is to evaluate potential acquisition candidates operating in the life sciences technology space. The Company’s revenue in fiscal 2015 was generated from its natural wellness cannabis complement line launched in August 2014. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding, success in developing and marketing its products and the level of competition. In May 2011, the Company had entered into an exclusive memorandum of understanding with Immunovative Therapies, Ltd. (“ITL”) (an Israeli company) whereby the Company would acquire a subsidiary of ITL. On December 12, 2011, the Company terminated this memorandum of understanding and entered into a License Agreement (the “License Agreement”) with ITL, pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all the Licensed Products based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vax TM (“Licensed Products”). On May 8, 2012, the Company changed its name to Immunovative, Inc. to better reflect its new direction on the development and commercialization of the next generation of immunotherapy treatments. On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013, and that the Company had complied in all material respects with the License Agreement and therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated. On March 13, 2013, the Company changed its name to Tauriga Sciences, Inc. to better reflect its new direction. The Company traded under the symbol “TAUG” beginning April 9, 2013. On May 31, 2013, the Company signed a Licensing Agreement with Green Hygienics, Inc. (“GHI”) to enable the Company, on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products. The Company contracted to pay $250,000 for the licensing rights. In addition, the Company issued 4,347,826 shares of its common stock to GHI whereas GHI’s parent company, Green Innovations Ltd. (“GNIN”) has issued the Company 625,000 shares of common stock of GNIN, valued at $250,000. The Company paid $143,730 in cash to GHI and, in lieu of the remaining $106,270 to be paid in cash the Company issued an additional 2,500,000 shares of its common stock for the licensing rights. See Note 4. On October 29, 2013, the Company entered into a strategic alliance with Bacterial Robotics, LLC (Bacterial Robotics). Bacterial Robotics owns certain patents and/or other intellectual property related to the development of genetically modified micro-organisms (GMOs) and GMOs tailored to perform one or more specific functions, one such GMO being adopted to clean polluting molecules from nuclear waste, such GMO being referred herein as the existing BactoBot Technology (the BR Technology). Bacterial Robotics is developing a whitepaper to deliver to the Company for acceptance. Upon acceptance by the Company, the parties will form a strategic relationship through the formation of a joint venture in which the Company will be the majority and controlling owner which will use the NuclearBot Technology to further the growth of the nuclear wastewater treatment market. The intent is for Bacterial Robotics to issue a 10-year license agreement. In connection with the strategic alliance agreement, the Company issued a warrant to purchase 75,000,000 shares of its common stock valued at $1,100,000 and paid an additional $50,000 in cash. The Company fully impaired this as of March 31, 2014, as there was no value in the agreement, and the Company would not pursue any of the technology associated with the patents. On November 25, 2013, the Company executed a definitive agreement to acquire Pilus Energy, LLC (“Pilus”), an Ohio limited liability company and a developer of alternative cleantech energy platforms using proprietary microbial solutions that creates electricity while consuming polluting molecules from wastewater. Pilus is converging digester, fermenter, scrubber, and other proven technologies into a scalable Electrogenic Bioreactor (“EBR”) platform. This transformative technology is the basis of the Pilus Cell™. The EBR harnesses genetically enhanced bacteria, also known as bacterial robots, or BactoBots™, that remediate water, harvest direct current (“DC”) electricity, and produce economically important gases. The EBR accomplishes this through bacterial metabolism, specifically cellular respiration of nearly four hundred carbon and nitrogen molecules. Pilus’ highly metabolic bacteria are non-pathogenic. Because of the mediated biofilm formation, these wastewater-to-value BactoBots resist heavy metal poisoning, swings of pH, and survive in a 4-to-45 degree Celsius temperature range. Additionally, the BactoBots are anaerobically and aerobically active, even with low BOD/COD. On January 28, 2014, the acquisition was completed. Pilus will be a wholly-owned subsidiary of the Company. As a condition of the acquisition, Pilus will get one seat on the board of directors, and the shareholders of Pilus will receive a warrant to purchase 100,000,000 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000. In addition, the Company paid Bacterial Robotics, LLC (“BRLLC”), formerly the parent company of Pilus, $50,000 on signing the memorandum of understanding and $50,000 at the time of closing. The only asset Pilus had on its balance sheet at the time of the acquisition was a patent. The Company determined that the value of the acquisition on January 28, 2014 would be equal to the value of cash paid to Pilus plus the value of the 100,000,000 warrants they issued to acquire Pilus. Through March 31, 2014, the Company amortized the patent over its estimated useful life, then on March 31, 2014, the Company conducted its annual impairment test and determined that the entire unamortized balance should be impaired as the necessary funding to further develop the patent was not available at that time. On March 10, 2014, the Company entered into a definitive agreement to acquire California based Honeywood, LLC (“Honeywood”), a developer of a tropical medicinal cannabis product which is a therapeutic cream that currently sells in numerous dispensaries across the State of California. This definitive agreement was valid for a period of 120 days and the Company advanced to Honeywood approximately $175,000 in cash and incurred legal fees and other costs of approximately $249,000 through September 24, 2014. The Company wrote off all costs associated with this at March 31, 2014 and 2015 as the Company is not pursuing any operations that Honeywood has the technology for. On July 15, 2014, the Company completed its acquisition of California-based medicinal cannabis firm Honeywood LLC, the formulator for Doc Green’s topical cannabis cream and for other products. Under terms of the completed acquisition agreement, Honeywood will operate as a wholly owned subsidiary of the Company. The final acquisition terms result in stakeholders of Honeywood receiving 15.5% of Tauriga Sciences non-diluted shares of common stock outstanding immediately prior to closing. Honeywood’s principals have the opportunity to collectively earn up to an additional aggregate equal to 10% of Tauriga’s common stock outstanding (utilizing the same initial Closing Date) upon achieving the following gross revenue based milestones: upon the generation and receipt of $2,000,000 USD of gross revenues derived strictly from the sale and licensing of Honeywood’s products, the three Honeywood principals shall each be issued either restricted stock or stock options equal to 1.6666% shares of Common Stock of Tauriga; upon the generation and receipt of an additional $2,000,000 USD ($4,000,000 USD total gross revenues by Honeywood), its three principals shall each be issued an additional 1.6666% shares of Common Stock of Tauriga (each such additional issuance to be set off the outstanding shares immediately prior to the Closing Date). In connection with the Honeywood acquisition, the Company entered into employment agreements with three Honeywood executives effective upon closing. The agreements are for a term of three years and provide for monthly payments of $7,000 each, an aggregate of $21,000, and commissions based on new business generated, as defined in the agreements. On September 24, 2014, the Company, Honeywood, and each of the Honeywood executives entered into an agreement to unwind the acquisition and the transactions entered into therewith, including a refund of certain advances made by the Company to Honeywood. As a result, the acquisition agreement and employment agreements with the Honeywood executives were terminated and Honeywood issued a secured promissory note to the Company in the amount of $170,000. The note is to be paid, together with interest thereon of 6% from October 1, 2014, in six quarterly installments commencing on March 31, 2015 and ending on June 30, 2016. The promissory note is secured by all of the assets of Honeywood, as defined in the security agreement. The Company and Honeywood also entered into a license agreement (See Note 9). The initial payment pursuant to the promissory note of $33,462 was due March 31, 2015 and was never paid. Based on the financial position of Honeywood, the Company believes that the potential legal costs to enforce its rights pursuant to the terms of the promissory note will be in excess of any compensation it will potentially receive and has deemed the promissory note worthless at March 31, 2015. An amount of $175,100, representing the principal balance of the note and accrued interest income of $5,100 has been recorded as a charge to operations at March 31, 2015. Going Concern As indicated in the accompanying consolidated financial statements, the Company has incurred net operating losses of $5,088,956 and $12,168,772 for the years ended March 31, 2015 and 2014, respectively. Management’s plans include the raising of capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in technology companies. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in medical companies and generate adequate revenues, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. All inter-company transactions have been eliminated in consolidation. Revenue Recognition Revenue is recognized when realized or realizable, and when the earnings process is complete, which is generally upon the shipment of products. Foreign Currency Translation Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit. Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2015, the Company had no cash at any financial institution which exceeded the total FDIC insurance limit of $250,000. At March 31, 2014, the Company had cash at two financial institutions, which exceeded the FDIC insured limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Inventory Inventory consists of raw materials, production in progress and finished goods and is stated at the lower of cost or market determined by the first-in, first-out method. Property and Equipment and Depreciation Property and equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. Intangible Assets Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition. Net Loss Per Common Share The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings per Share Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period. The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services. Comprehensive Income (Loss) The Company has adopted ASC 220 effective January 1, 2012 which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss). Impairment of Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. Research and Development The Company expenses research and development costs as incurred. Research and development costs were $78,883 and $0 in the years ended March 31, 2015 and 2014, respectively. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015 and 2014. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Monte Carlo Pricing Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. During the year ended March 31, 2015, the Company utilized an expected life ranging from 66 days to 325 days based upon the look-back period of its convertible debentures and notes and volatility in the range of 166% to 196%. During the year ended March 31, 2014, the Company utilized an expected life ranging from 180 days to 360 days based upon the look-back period of its convertible debentures and notes and volatility in the range of 89% to 172%. Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of March 31, 2015. Recent Accounting Pronouncements In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In August 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern, that outlines management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendment is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (ASU 2014-10). ASU 2014-10 removes all incremental financial reporting requirements regarding development-stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, ASU 2014-10 adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned operations could provide information about risks and uncertainties related to the company’s current activities. ASU 2014-10 also removes an exception provided to development-stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity. Effective with the first quarter of our fiscal year ended March 31, 2015, the presentation and disclosure requirements of Topic 915 will no longer be required. The revisions to Consolidation (Topic 810) are effective the first quarter of our fiscal year ended March 31, 2017. The Company early adopted the provisions of ASU 2014-10 effective for the year ended March 31, 2015. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of 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. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in ASU 2014-09 will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended March 31, 2018. We have not determined the potential effects on our consolidated financial statements. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 – PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: March 31, 2015 March 31, 2014 Estimated Life Computers, office furniture and equipment $ 55,942 $ 55,085 3-5 years Technical equipment 11,099 — 5 years Total 67,041 55,085 Less: accumulated depreciation (41,755 ) (30,469 ) Net $ 25,286 $ 24,616 Depreciation expense in the years ended March 31, 2015 and 2014 amounted to $11,286 and $8,901, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 – INTANGIBLE ASSETS License Agreements: Immunovative Therapies, Ltd. On December 12, 2011, the Company entered into a License Agreement (the “License Agreement”) with Immunovative Therapies, Ltd., an Israeli Corporation (“ITL”), pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all product candidates (the “Licensed Products”) based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vaz TM (“Licensed Products”). On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013 and that the Company had complied in all material respect with the License Agreement therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated. No value has been assigned to the ITL shares received, as they are deemed to be worthless. The Company, based upon its evaluation of the ITL financial statement, considered its investment in ITL to be impaired as the ITL Company had negative net worth and the funds advanced were being utilized for research, development and testing. Green Hygienics, Inc. On May 31, 2013, the Company executed a licensing agreement with GHI (see Notes 1 and 6). The Licensing Agreement with GHI will enable the Company, on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products to commercial entities including medical facilities, schools, and more. The Company agreed to pay $250,000 for the licensing rights. In addition, the Company issued 4,347,826 shares of its common stock to GHI whereas GHI’s parent company, Green Innovations Ltd. (“GNIN”) has issued the Company 625,000 shares of common stock of GNIN, valued at $250,000. The terms of the Licensing Agreement provides the equal recognition of profits between the Company and GHI on the sales by the Company. The Company has paid $143,730 of the $250,000 licensing fee in cash and issued 2,500,000 shares of its common stock in lieu of the remaining $106,270. The Company amortizes the licensing fee over the five year life of the licensing agreement, and through March 31, 2014 the accumulated amortization amounts to $34,911. At March 31, 2014, the Company determined not to pursue the marketability for the related products and considered the remaining net value to be impaired, recording an impairment charge of $215,089. Bacterial Robotics, LLC On October 29, 2013, the Company entered into a strategic alliance agreement between the Company and Bacterial Robotics, LLC (the Parties) to develop a relationship for the research and development of the NuclearBot Technology that will be marketed and monetized pursuant to a Definitive Agreement. Accordingly, subject to the terms of this agreement, (a) Bacterial Robotics agrees to develop a whitepaper which may be delivered as a readable electronic file, on the subject of utilizing the NuclearBot Technology in the cleansing of nuclear wastewater created in the operation of a nuclear power plant (the “Whitepaper”), which Bacterial Robotics shall deliver to the Company within ninety (90) days of the agreement, which may be extended upon mutual agreement based upon unexpected complexities, and (b) the parties agree to use commercially reasonable efforts in good faith to (1) identify prospective pilot programs, projects and opportunities for the NuclearBot Technology for the Parties to strategically and jointly pursue, (2) enter into a joint venture, in which the Company will be the majority and controlling owner, for the purpose of (A) marketing and selling products and services utilizing the NuclearBot Technology, (B) sublicensing the NuclearBot Technology and (C) owning all improvements to the NuclearBot Technology, and other inventions and intellectual property, jointly developed by the Parties and (3) negotiate terms and conditions of Definitive Agreements. As consideration for the strategic alliance, the Company issued a $25,000 deposit upon signing the agreement. Additionally, the Company issued a 5 year warrant for up to 75,000,000 shares of the Company’s common stock with a value of $1,139,851 and an additional $25,000 in cash. The Company amortizes the fee of $1,189,851 over the ten year life of the licensing agreement, and through March 31, 2014 the accumulated amortization amounted to $48,952. At March 31, 2014, the Company determined that it was not going to pursue the market nor invest additional capital to fund the commercialization and accordingly, considered the remaining net value to be impaired recording an impairment charge of $1,140,899. Breathe Ecig Corp. On March 31, 2015, the Company entered into a license agreement with Breathe Ecig Corp. (“Breathe”) whereby the Company issued 10,869,565 shares of its common stock, valued at $100,000, to Breathe for certain licensing rights, as defined in the agreement. Amortization of the license fee will commence on April 1, 2015 over the two-year term of the agreement (See Note 9). As Breathe is worthless as of the date of this report, the Company has written off the entire $100,000 value as of March 31, 2015. License agreements consist of the cost of license fees with Breathe Ecig Corp. ($100,000), Green Hygienics, Inc. ($250,000) and Bacterial Robotics, LLC ($1,189,851) at March 31, 2015 and Green Hygienics, Inc. ($250,000) and Bacterial Robotics, LLC ($1,189,851) at March 31. 2014, which were both determined to be impaired as of March 31, 2014. An analysis of the cost is as follows: March 31, 2015 March 31, 2014 Estimated Life Licensing fee $ 1,539,851 $ 1,439,851 2-5 years Less: accumulated amortization 83,863 83,863 1,455,988 1,355,988 Net impairment (1,455,988 ) (1,355,988 ) Balance $ — $ — Patents: Pilus Energy, LLC The Company, through the acquisition of Pilus Energy on January 28, 2014, acquired a patent to develop cleantech energy using proprietary microbiological solution that creates electricity while consuming polluting molecules from wastewater. The cost of the patent and related amortization at March 31, 2015 and 2014 is as follows: Fair Value Estimated Life Cash advanced on signing the memorandum of understanding and closing agreement $ 100,000 16.5 years Fair value of the warrant for 100,000,000 shares of the Company’s common stock 1,710,000 Total 1,810,000 Less amortization in the year ended March 31, 2014 18,540 Net value at March 31, 2014 prior to impairment $ 1,791,460 Impairment in the year ended March 31, 2014 1,791,460 Net value as of March 31, 2014 — Activity - 2015 — Net value as of March 31, 2015 $ — |
Embedded Derivatives - Financia
Embedded Derivatives - Financial Instruments | 12 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Embedded Derivatives - Financial Instruments | NOTE 5 – EMBEDDED DERIVATIVES – FINANCIAL INSTRUMENTS The Company entered into several financial instruments, which consist of notes payable, containing various conversion features. Generally the financial instruments are convertible into shares of the Company’s common stock; at prices that are either marked to the volume weighted average price of the Company’s intended publicly traded stock or a static price determinative from the financial instrument agreements. These prices may be at a significant discount to market determined by the volume weighted average price once the Company completes its reverse acquisition with the intended publicly traded company. The Company for all intent and purposes considers this discount to be fair market value as would be determined in an arm’s length transaction with a willing buyer. The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives As of March 31, 2015, the Company has recognized a derivative liability of $90,000 associated with the Class B warrants issued to Hanover Holdings I, LLC. These warrants have been completely exercised as of June 1, 2015. As of March 31, 2014, the value of the derivative liability associated with the convertible notes was $1,581,119. |
Convertible Notes and Notes Pay
Convertible Notes and Notes Payable | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Notes Payable | NOTE 6 – CONVERTIBLE NOTES AND NOTES PAYABLE Convertible Notes Payable Institutions During the year ended March 31, 2014, the Company entered into a number (approximately 30) of convertible note debentures and recorded gross proceeds of $2,037,000 with interest rates ranging from 5% to 12%. All of the note agreements had conversion features which allow the note holder to convert the debenture into common stock of the Company. The conversion price, which is discounted, was based upon either the lowest trading price for a period ranging between 20 and 25 days prior to the date of the notice of conversion or an average of the previous 20 to 25 days prior to conversion. Due to the variable characteristic of the notes, the Company had concluded that a derivative liability existed at the date of issuance and accordingly had recorded a derivative liability for each note. During the year ended March 31, 2015, 14 notes were converted to common stock and one was paid in cash and as of March 31, 2015 there were no convertible notes outstanding and no derivative liability associated with any of the notes payable. As of March 31, 2014, fifteen convertible notes were outstanding. The balance of the convertible notes at March 31, 2014 was $263,917. The related derivative liability was $1,581,119 at March 31, 2014. During the years ended March 31, 2015 and 2014, 61,726,433 and 191,604,392 shares of common shares, respectively were issued to convert $1,497,594 and $2,752,136 in convertible notes, derivative liabilities and accrued interest, respectively. Convertible Notes Payable to Individuals The Company at March 31, 2015 and 2014 has $48,775 and $56,425, respectively, of notes payable to individuals. The notes are convertible into common stock of the company at $0.025 per share. The interest rate is 8% per annum and the notes are unsecured. During the year ended March 31, 2015, three notes were converted to common stock. Other On October 19, 2012, the Company entered into a one year convertible promissory note agreement for $445,000 with JMJ Financial, a California based institutional investor. The note is non-interest bearing for the first 90 days and subsequent to that, the note has an interest rate of 5% per annum. The note, at the holder’s option, is convertible at $0.15 per share and if the price per share at the time of conversion is greater than $0.15 per share, on average for the previous 25 trading days, the conversion rate shall have a 25% discount, with the minimum price of $0.15 per share. The Company paid an origination fee of 200,000 shares of its common stock to secure the loan. On November 14, 2012, the Company received $150,000 and an additional $25,000 on March 27, 2013. The 25% discount created a beneficial conversion feature at the commitment date aggregating $37,500 representing a discount which is being accreted monthly from the issuance date of the note through maturity and is recorded as additional interest expense. At March 31, 2013, the loan balance was $106,425, net of unamortized discount of $68,575. On June 3, 2013 the Company issued 9,900,000 shares of its common stock to convert the note. Under the terms of the original agreement, approximately 4,125,000 shares were required to be issued. To entice the conversion, the Company issued an additional 5,775,000 shares resulting in a loss on conversion of $321,000 in the year ended March 31, 2014. The balance under this note as of March 31, 2015 and 2014 was $-0-. Interest expense for the years ended March 31, 2015 and 2014 was $186,693 and $572,571, respectively. Accrued interest at March 31, 2015 and 2014 was $14,431 and $26,107, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 7 – RELATED PARTIES On May 31, 2013, the Company executed a licensing agreement with GHI (see Notes 1 and 4). The Company’s former CFO, Bruce Harmon, is also the CFO and Chairman of Green Innovations Ltd., the parent company of GHI. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company is authorized to issue 1,000,000,000 shares of its common stock. Effective March 31, 2015, 899,007,530 shares of common stock are outstanding. On July 9, 2015, the Company’s Board of Directors (“BOD”) approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock from 1,000,000,000 to 2,500,000,000 shares and on July 17, 2015, the Company filed Schedule 14A with the Securities and Exchange Commission calling for a special meeting of the stockholders that was held on July 27, 2015 to approve the amendment. See Note 13. During the year ended March 31, 2014, the Company issued to its current and former chief executive officer a total of 31,720,000 shares of its common stock at prices ranging from $0.02 to $0.09 per share for services. During the year ended March 31, 2014, the Company issued collectively 191,604,392 shares of its common stock at prices ranging from $0.01 to $0.09 per share for the conversion of a $1,341,305 convertible debt. During the year ended March 31, 2014, the Company issued to various consultants collectively 140,945,200 shares of its common stock at prices ranging from $0.01 to $0.09 per share. During the year ended March 31, 2014, the Company issued 1,500,000 at $0.04 per share in settlement of legal fees. During the year ended March 31, 2014, the Company issued 10,500,000 shares at $0.02 to $0.03 per share for a commitment fee relating to a convertible debt arrangement. During the year ended March 31, 2014, the Company issued 4,347,826 shares of its common stock to Green Hygienics in connection with a license agreement. During the year ended March 31, 2014, the Company issued 2,500,000 shares to fully pay up the Green Hygienics license fee. The shares were valued at $0.04 per share totaling $106,250. In connection with the acquisition of Pilus Energy (See note 4), in January 2014, the Company issued a warrant to purchase 100,000,000 Shares of the Company’s common stock at $0.02 per share. The warrant was valued at $1,710,000 using the Black-Scholes Pricing Model. During the year ended March 31, 2014, the Company issued 36,644,631 shares of common stock for cash at prices ranging from $0.03 to $0.06 per share. In connection with the strategic license agreement with Bacterial Robotics, LLC, the Company issued on October 29, 2013 a warrant to acquire up to 75,000,000 Shares of the Company’s Common stock. The Warrant was valued at $1,139,851 utilizing the Black-Scholes option pricing Model. During the year ended March 31, 2014, the Company issued 860,000 shares to the Company’s former chief financial officer at prices ranging from $0.02 to $0.07 per share. During the year ended March 31, 2015, the Company issued 61,413,497 shares of common stock at prices ranging from $0.01 to $0.09 per share for the conversion of notes and accrued interest to financial institutions valued at $1,489,771. During the year ended March 31, 2015, the Company issued 312,936 shares of common stock at $0.025 per share for the conversion of notes and accrued interest to individuals in the amount of $7,823. During the year ended March 31, 2015, the Company issued 69,175,657 shares of common stock at prices ranging from $0.01 to $0.06 per share for cash of $1,118,500 and 2,890,000 shares at prices ranging from $0.01 to $0.02 per share, valued at $44,300, and $56,000 cash for commissions on sales of common stock. During the year ended March 31, 2015, the Company issued 4,200,000 shares of common stock to its chief executive officer at prices ranging from $0.01 to $0.07 per share, valued at $119,000, for services. During the year ended March 31, 2015, the Company issued 40,255,837 shares of common stock to various consultants and advisory board members at prices ranging from $0.01 to $0.07 per share, valued at $299,123 (net of $670,362 not vested). During the year ended March 31, 2015, the Company issued 1,250,000 shares of common stock at $0.04 per share, valued at $50,000, to a financial institution for a fee to convert a convertible debenture. During the year ended March 31, 2015, the Company issued 2,697,369 shares of common stock at $0.02 per share for additional financing costs, valued at $53,947. During the year ended March 31, 2015, the Company issued 26,660,143 shares of common stock through cashless exercises of warrants at effective prices of $0.02 and $0.03 per share. During the year ended March 31, 2015, the Company issued 12,211,400 shares of common stock valued at $147,500 issuable pursuant to a warrant exercised under a securities purchase agreement in the initial amount of $250,000. During the year ended March 31, 2015, the Company issued 20,000,000 shares of common stock valued at $104,144 pursuant to a settlement agreement. Effective March 31, 2015, the Company issued 10,869,565 shares of common stock valued at $100,000 pursuant to a license agreement. On June 27, 2014, $250,000 in cash was released from escrow pursuant to a securities purchase agreement with Hanover Holdings I, LLC (“Hanover I”), as amended April 17, 2014, associated with the Company’s acquisition of Honeywood (see Note 1) and filing of a registration statement registering Company securities, whereby the Company agreed to issue shares of its common stock under a Class A and Class B warrant, as defined in the amended agreement. The Class A warrant provided for a fixed exercise price of $0.05 per share; the Class B warrant provided for an initial exercise price of $0.05, however, upon a drop of the market price below $0.05 based on the closing price of the Company’s common stock for a period of three consecutive trading days, the Class B warrant shall carry a call option premium of 135% and shall require payment of the shares within 5 business days in the form of either cash or a conversion into shares of the Company’s common stock based on the closing share price on the three days prior. As the securities purchase agreement was entered into in anticipation of the Honeywood acquisition and the filing of a registration statement, neither of which occurred, the Company and Hanover I informally have agreed to regard the $250,000 investment as an exercise under the terms of the Class B warrant. As a result, shares of Company common stock are to be issued, based on the call option premium amount of $337,500, upon the request of Hanover I. During the year ended March 31, 2015, 12,211,400 shares of common stock with a value of $147,500 have been issued to Hanover I. As of March 31, 2015, common stock valued at $190,000, 29,188,403 shares, is issuable to Hanover I. These shares have been issued as of June 3, 2015. In connection with the consulting agreements and the board advisory agreements, certain agreements have as part of the compensation arrangements, the following clauses: a) the consultant will be reimbursed for all reasonable out of pocket expenses, b) to the extent the consultant introduces the Company to any sources of equity or debt arrangements, the Company agrees to pay 8% to 10% in cash and 8% to 10% in common stock of the Company of all cash amounts actually received by the Company and 2% for debt arrangements, and c) the Company, in its sole discretion, may make additional cash payments and/or issue additional shares of common stock to the consultant based upon the consultant’s performance. At the filing date of this SEC Form 10-K additional shares of common stock were issued or issuable as follows: (i) 29,188,403 shares in connection with the Company’s amended stock purchase agreement with Hanover I; (ii) 525,000 shares to consultants and board members; (iii) 630,000 shares to the Chief Executive Officer and V.P. Strategic Planning; (iv) 12,500,000 shares for a financing fee related to a convertible debenture issuance; (v) 12,300,000 shares for a financing fee related to a debenture issuance; (vi) 33,000,000 shares reserved for issuance pursuant to a convertible debenture; (vii) 1,951,000 shares issuable in conversion of certain promissory notes. If all outstanding warrants and options (87,303,529 shares-net of 29,188,403 exercised) were exercised the total outstanding shares would be 1,077,160,652. On July 17, 2015, the Company filed a Schedule 14A, whereby the board of directors approved an increase in the authorized common stock of the Company from 1,000,000,000 shares to 2,500,000,000 shares. As a result of the increase, the Company will have the required capital to issue all of its potential common stock issuable as of March 31, 2015. Warrants for Common Stock The following table summarizes warrant activity for the years ended March 31, 2015 and 2014: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2013 200,000 0.40 1.38 Years — Granted 175,000,000 0.02 Expired — Exercised — — Outstanding at March 31, 2014 175,200,000 $ 0.02 5.86 Years $ 10,050,000 Granted 41,399,803 0.01 Expired (200,000 ) (0.40 ) Exercised (38,871,543 ) (0.02 ) Canceled (71,036,328 ) (0.03 ) Outstanding and exercisable at March 31, 2015 106,491,932 $ 0.02 4.49 Years $ — The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Year Ended March 31, 2015 Year Ended March 31, 2014 Volatility 179 % 168.32% to 244.92 % Risk-free rate 0.39 % 1.34% to 0.41 % Dividend — — Expected life of warrants 1.89 Years 5 Years Stock Options On February 1, 2012, the Company awarded to each of two former executives options to purchase 5,000,000 common shares, an aggregate of 10,000,000 shares. These options vested immediately and were for services performed. The Company recorded stock-based compensation expense of $1,400,000 for the issuance of these options. The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options: Volatility 220 % Expected dividend rate - Expected life of options in years 10 Risk-free rate 1.87 % The following table summarizes option activity for the years ended March 31, 2015 and 2014: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2013 10,000,000 $ 0.10 8.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2014 10,000,000 $ 0.10 7.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at March 31, 2015 10,000,000 $ 0.10 6.85 Years $ — Stock-based compensation for the years ended March 31, 2015 and 2014 was $2,176,163 and $4,229,518, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Matters Typenex On September 5, 2014, the Company’s transfer agent issued to Typenex Co-Investment, LLC (“Typenex”) 70,080,714 shares of the Company’s common stock (the “Shares”) without a restrictive legend pursuant to a demand letter by Typenex to the transfer agent under a purported warrant issued in connection and arising from a convertible promissory note issued by the Company to Typenex on June 24, 2013 and subsequently terminated by an exchange and release agreement between the Company and Typenex on March 21, 2014. In response to its transfer agent’s actions, the Company filed for a preliminary injunction against Typenex and its transfer agent on September 8, 2014 in the Circuit Court for the 13 th Commitments On February 26, 2014, Dr. Stella M. Sung was appointed Chief Executive Officer (“CEO”). Dr. Sung previously served as Chief Operating Officer under a two year employment agreement dated April 15, 2013. In conjunction with her appointment as CEO, the terms of her employment agreement were amended to provide for the following: (i) salary of $8,000 per month for March and April 2014, with a salary increase to $14,000 per month commencing on May 1, 2014 and thereafter; (ii) a one-time $25,000 cash bonus once the Company completes a minimum private placement financing of $750,000; (iii) a monthly restricted share allotment of 150,000 common shares effective May 1, 2014; (iv) a one-time S-8 share allotment of 2,500,000 common shares payable on May 27, 2014 or 90 days subsequent to her appointment as CEO; (v) other customary benefits. On August 22, 2012, the Company entered into an employment agreement with Seth M. Shaw, its then CEO. The agreement provides for annual compensation of $132,000. Mr. Shaw previously elected to forgo cash compensation and receive 60,000 shares of the Company’s common stock on a monthly basis. However, as the only principal officer and director, he decided to take the cash compensation as well. Effective February 26, 2014, Mr Shaw resigned as CEO, Chairman and Officer and was appointed to the position of Vice President, Strategic Planning at which time his employment agreement was amended as follows: (i) salary of $8,000 per month for March and April 2014, with a salary increase to $9,500 per month commencing on May 1, 2014 and thereafter; (ii) a one-time $25,000 cash bonus once the Company completes a minimum private placement financing of $750,000; (iii) a monthly restricted share allotment of 60,000 common shares which continue as under his prior agreement; (iv) other customary benefits. On May 27, 2014 or 90 days subsequent to his resignation as CEO, Mr. Shaw shall be deemed a non-affiliate. Effective July 1, 2014, Mr. Shaw’s monthly salary was revised to $6,500 per month. On July 9, 2015, Dr. Sung submitted her resignation as Chief Executive Officer, Chief Financial Officer (“CFO”) and a member of the BOD. Simultaneously with Dr. Sung’s resignation, the BOD appointed Mr. Shaw as the Chairman of the BOD and its new Chief Executive Officer and appointed Ghalia Lahlou as its new interim Chief Financial Officer. See Note 13. In connection with the Company’s employment contracts, the Company has commitments for monthly payments of approximately $46,500 in the twelve months ended March 31, 2016. See Note 13. On September 24, 2014, in connection with the Company’s termination of the acquisition agreement with Honeywood, the Company and Honeywood entered into a license and supply agreement, whereby the Company, as defined in the agreement, is granted certain license and distribution rights to sell and distribute products offered for distribution by Honeywood. Among other terms, the license is nonexclusive, worldwide, irrevocable, fully paid-up and royalty-free. Unless earlier terminated, as defined in the agreement, the license will automatically renew annually for the initial one year term and five successive renewal terms. On July 15, 2014, the Company entered into a non-exclusive license agreement with Targeted Medical Pharma, Inc. (“Targeted”) whereby Targeted granted the Company the right to sell certain dietary supplements based on Targeted’s formulations on a non-exclusive basis. Pursuant to the agreement, the Company paid targeted $20,000 which was considered an advance against any royalty payments due Targeted on the first 20,000 1-month supply bottles sold by the Company, as defined in the agreement. Thereafter, the royalty payment increases to $2.50 per 1-month supply bottle. In addition, there are provisions for certain revenue-based milestone payments, as defined in the agreement. The term of the agreement is for one year. Subsequently, the agreement was terminated by the Company simultaneously with the divestiture of the Natural Wellness business during August 2015. On August 14, 2014, the Company entered into a consulting agreement with Dragoon Capital, Inc. (“Dragoon”), for financial advisory services, including assisting the Company in raising funds through an equity private placement. Pursuant to the agreement the Company will pay Dragoon a finder’s fee of 2% in cash and 2% in stock of all funds received by the Company through Dragoon’s direct or indirect introduction. On November 11, 2014, the Company and Dragoon amended the agreement whereas the finder’s fee was revised to 2.0% in cash and 1.0% in stock. In connection with the agreement, in November 2014, the Company issued Dragoon 280,000 shares of common stock valued at $3,500 and paid $7,000 cash as commission on $350,000 in proceeds received by the Company from the sale of common stock. The agreement expired November 30, 2014. On August 19, 2014, the Company entered into a consulting agreement with Alternative Strategy Partners, Pty, LTD (“ASP”). ASP will provide the Company specialized consulting services including, among other services, assisting the Company in assessing and identifying viable sources of funding for equity private placements of up to $2,500,000 and developing a business strategy in Asia. Pursuant to the agreement the Company will pay ASP a finder’s fee of 8% in cash and 9% in stock of all funds received by the Company through ASP’s direct or indirect introduction. In addition, the Company issued 4,000,000 shares of its common stock effective on the signing of the agreement and is obligated to issue an additional 3,000,000 shares of its common stock upon the Company successfully securing $750,000 via ASP’s direct introductions. The term of the agreement is for twelve months, unless mutually extended. On November 11, 2014, the Company and ASP amended the agreement whereas (i) the number of shares issued to ASP was revised from 4,000,000 to 500,000; (ii) the finder’s fee was revised to 8.0% in cash and 4.5% in stock; and (iii) the term was extended to twelve months from the date of amendment, unless mutually extended. In connection with the agreement, in November 2014, the Company issued ASP 1,260,000 shares of common stock valued at $15,750 and paid $28,000 cash as commission on $350,000 in proceeds received by the Company from the sale of common stock. Effective March 31, 2015, the Company entered into a license agreement with Breathe Ecig Corp. (“Breathe”) whereby the Company issued 10,869,565 shares of its common stock, valued at $100,000, to Breathe for certain licensing rights for a 24 month period, as defined in the agreement. Additionally, Breathe issued the Company 2,666,667 shares of its common stock, valued at $100,000 as a prepayment towards certain commercialization fees the Company will incur, as defined in the agreement. As Breathe is not currently engaged in any business that can help the Company, the entire fee has been written off by the Company as of March 31, 2015. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Provision For Income Taxes | NOTE 10 – PROVISION FOR INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets consist of the following: March 31, 2015 March 31, 2014 Net operating losses 4,600,000 $ 2,200,000 Impairment of assets 2,490,000 4,000,000 Valuation allowance (7,090,000 ) (6,200,000 ) - $ - At March 31, 2015, the Company had a U.S. net operating loss carryforward in the approximate amount of $20.5 million available to offset future taxable income through 2035. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company also has a Canadian carry forward loss which approximates $700,000 and is available to offset future taxable income through 2035. The valuation allowance increased by $890,000 and $1.4 million in the years ended March 31, 2015 and 2014, respectively. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and the federal statutory rate for the years ended March 31, 2015 and 2014 is summarized as follows: 2015 2014 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefits (3.3 ) (3.3 ) Foreign tax (0.3 ) (0.3 ) Valuation allowance 37.6 37.6 0 % 0 % |
Investments - Available for Sal
Investments - Available for Sale Securities | 12 Months Ended |
Mar. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments - Available for Sale Securities | NOTE 11 – INVESTMENTS - AVAILABLE FOR SALE SECURITIES The Company’s investments in Green Innovations, Ltd and Breathe Ecig Corp. are included within Current Assets as they are expected to be realized in cash within one year. The investments are recorded at fair valve with unrealized gains and losses, net of applicable taxes, in Other Comprehensive Income. The Company’s investment in Green Innovations, Ltd has a cost of $250,000, unrealized loss of $245,937 and a fair value of $4,063 at March 31, 2015. At March 31, 2015 and 2014, the unrealized loss was $58,437 and $187,500, respectively. The investment in Breathe Ecig Corp has been written off as of March 31, 2015 as there is no value in that company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 12 – FAIR VALUE MEASUREMENTS The following summarizes the company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2015 and 2014. March 31, 2015 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 4,063 $ - $ - $ 4,063 Liabilities Derivative liabilities $ - $ $ 90,000 $ 90,000 March 31, 2014 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 62,500 $ - $ - $ 62,500 Liabilities Derivative liabilities $ - $ - $ 1,581,119 $ 1,581,119 Convertible notes $ $ - $ 263,917 $ 263,917 The estimated fair values of the Company’s derivative liabilities are as follows: Convertible Derivative Notes Liability Total Liabilities Measured at Fair Value Beginning balance as of March 31, 2013 $ 106,425 $ — $ 106,425 Revaluation (gain) loss — (1,409,877 ) (1,409,877 ) Issuances, net 157,492 2,990,996 3,148,488 Balance as of March 31, 2014 $ 263,917 $ 1,581,119 $ 1,845,036 Revaluation (gain) loss — 253,625 253,625 Issuances, net (263,917 ) (1,744,744 ) (2,007,661 ) Ending balance as of March 31, 2015 $ — $ 90,000 $ 90,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Common Stock Issuances Subsequent to March 31, 2015, the Company issued additional shares of common stock as follows: (i) 29,188,403 shares in connection with the Company’s amended stock purchase agreement with Hanover I; (ii) 264,125,000 shares to consultants and board members; and (iii) 27,500,000 shares for a financing fee related to a convertible debenture issuance. Escrow Agreement – April 10, 2015 On April 10, 2015, the Company received $24,970 cash pursuant to a settlement and assignment agreement between a director of the Company and a stockholder. Typenex Settlement Agreement On June 1, 2015, the Company and Typenex entered into a Settlement Agreement (the “Agreement”) whereby both the Company and Typenex have agreed to settle all claims and obligations under the January 16, 2015 settlement agreement (the “Prior Settlement Agreement”) (See Note 8) in consideration of the Company paying Typenex the amount of $230,000. Through the date of the Agreement Typenex earned approximately $169,000 in net sales proceeds from the sale of shares issued under the Prior Settlement Agreement. Security Purchase Agreement – Accredited Investors On June 1, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with various accredited investors for the sale of certain debentures with aggregate gross proceeds to the Company of $133,000. Pursuant to the terms of the agreement, the investors were granted 13,300,000 shares of Company common stock for a commitment fee. These shares have not yet been issued. Additionally, the Company was required to repay the amounts raised under the Purchase Agreement prior to December 1, 2015 except as described below. The Purchase Agreement provides the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. In the event the Company has not repaid the amounts as described above, on December 1, 2015 the Company has the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Company’s VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015. The Company intends to use its best efforts to repay the amounts under the Purchase Agreement prior to August 31, 2015. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock to settle all obligations under these Purchase Agreements. Security Purchase Agreement – Union Capital, LLC On June 1, 2015 the Company entered into a Securities Purchase Agreement (the “Union Purchase Agreement”) with Union Capital, LLC (“Union”) for the purchase of a 7% Convertible Redeemable Note in the principal amount of $104,000 with a maturity date of June 1, 2016 (the “Union Note”). The Company received gross proceeds of $100,000 under the Union Note. The Company granted Union 12,500,000 shares of Company common stock for a commitment fee in consideration of the Union Note. Pursuant to the terms of the Union Note, at any time Union may convert any principal and interest due to it at a 20% discount to the lowest closing bid price of Company common stock for the five trading days prior to the conversion notice. Additionally, the discount will be adjusted on a ratchet basis in the event the Company offers a more favorable discount rate or look-back period to a third party during the term of the Union Note. Union will not be allowed to convert into shares of common stock that would result in it beneficially owning more than 9.99% of the Company’s issued and outstanding common stock. The Company may prepay the amounts under the Union Note as follows: (i) if prepaid within ninety days, the Company must pay a 15% premium on all principal and interest outstanding and (ii) if prepaid after ninety days but before the one hundred and eighty-one day, the Company must pay a 30% premium on all principal and interest outstanding. The Company intends to use its best efforts to repay the Union Note within the first ninety days. The Company agreed to reserve 33,000,000 shares of its common stock to satisfy its obligations under the Union Note. This reserve will be increased to three times the number of share of common stock upon the approval of the Company’s stockholders of an increase in the number of authorized shares of common stock. The Company agreed to call a special meeting solely for such purpose with fifteen days of the Union Note. Amendment to Certificate of Incorporation and Filing of Schedule 14A On July 9, 2015, the Company’s Board of Directors (“BOD”) approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock from 1,000,000,000 to 2,500,000,000 shares and on July 17, 2015, the Company filed Schedule 14A with the Securities and Exchange Commission calling for a special meeting of the stockholders to be held on July 27, 2015 to approve the amendment. On July 27, 2015 the Company’s stockholders approved an increase in the number of authorized shares of common stock of the Company from 1,000,000,000 to 2,500,000,000 at its Special Meeting of Stockholders held on July 27, 2015 at the Law Offices of Nixon Peabody LLP in Midtown Manhattan (the “Special Meeting”). At the Special Meeting, there were 480,655,929 shares of common stock represented either by proxy or in person of the 929,825,933 shares of common stock entitled to vote, constituting a quorum. Of those shares, there were 433,331,977, or 90.2%, that voted in favor of the proposal recommended by the Board of Directors. The remaining votes were cast either against or as abstentions regarding the proposal. Resignation and Separation Agreement – Stella Sung On July 9, 2015, Dr. Sung submitted her resignation as a member of the Company’s BOD and as CEO and CFO of the Company. Dr. Sung received a payment of $41,500, which constituted a one-time separation payment of $20,000, accrued salary of $14,000 and expense reimbursements of $7,500. Appointment of Seth Shaw and Ghalia Lahlou Simultaneously with Dr. Sung’s resignation, the BOD appointed Seth M. Shaw as the Chairman of the BOD and the Company’s new CEO and Ghalia Lahlou as its new interim CFO. Compensation arrangements for Mr. Shaw have not been determined at this time. Ms. Lahlou will receive annual compensation of $96,000. Resignation of Dr. Michael Brennan On July 10, 2015, Michael Brennan, MD, PhD submitted his resignation as a member of the Company’s BOD. Convertible Debenture Agreement – Group 10 Holdings LLC On July 16, 2015, the Company entered into an $80,000 20% OID convertible debenture with Group 10 Holdings LLC. PCAOB Censure of Cowan Gunteski & Co. LLC On July 23, 2015, The Public Company Accounting Oversight Board (“Board” or “PCAOB”) censured the registered public accounting firm Cowan, Gunteski & Co., P.A. (“Cowan” or the “Firm”) and censured William Meyler, CPA (“Meyler”). The Board imposed these sanctions on the basis of its findings concerning the Firm’s and Meyler’s (collectively, “Respondents”): (1) violations of Section 10A(j) of the Securities Exchange Act of 1934 (“Exchange Act”), Exchange Act Rule 10A-2, and PCAOB rules and standards. Cowan was the predecessor independent registered public accounting of the Company. As a result of this censure, the Company was forced to have their consolidated financial statements re-audited by a new independent registered public accounting firm. Delisting from the OTCQB Exchange On July 31, 2015, shares of the Company were delisted from the OTCQB Exchange to OTC Pink Limited Information Tier. On July 23, 2015 (via the PCAOB Public Censure), the Company became aware that the Company’s predecessor audit firm, Cowan, Gunteski & Co P.A. (the “Predecessor Audit Firm”) violated Securities and Exchange Commission (“SEC”) Regulation SX, Rule 2-01 as well as certain standards with respect to the PCAOB independence rules with respect to the Predecessor Audit Firm’s audit report with respect to the Company year ended March 31, 2014 financial statements (the “Order”). Specifically the Predecessor Audit Firm failed to adhere to the SEC regulations with respect to the partner rotation rules. These rules require that the engagement partner as well as the quality concurring reviewer must be rotated off of the engagement for 5 years (cooling off period) after engaged in those roles for a period of 5 years. The Predecessor Audit Firm did not do this. As a result of the non-compliance with the SEC regulations, on the morning of Thursday, July 30, 2015, the Company petitioned the OTC Markets in writing to extend the existing seven day OTCQB listing extension by a total of 60 additional days until close of business October 5, 2015. The OTC Markets panel denied the request and notified the Company it would be moved from the OTCQB to the OTC Pink Limited Information category effective at market open Friday July 31, 2015. Disposal of Natural Wellness Business On August 11, 2015 the Company formally divested (discontinued) its Natural Wellness Business. The business mainly consisted of a CBD infused topical lotion called TopiCanna as well as a line of Cannabis Complement products that were intended to compliment individuals who were consistently using medicinal cannabis related product. On August 11, 2015, the Company sold the balance of its inventory of TopiCanna and Cannabis Complement products for a one-time cash payment of $20,462. As a result of the disposal of this business, the Company reported a loss on disposal of $229,904, as reflected in the chart below: TAURIGA SCIENCES, INC. AND SUBSIDIARY BALANCE SHEET FROM DISCONTINUED OPERATIONS March 31, 2015 March 31, 2014 Assets of discontinued operations $ 209,442 - Liabilities of discontinued operations - - TAURIGA SCIENCES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS For the Years Ended March 31, 2015 2014 Revenues $ 96,161 $ - Cost of goods sold 41,802 - Gross profit 54,359 - Operating expenses General and administrative 178,002 - Impairment of notes receivable - - Impairment of license agreements - - Impairment of patents - - Depreciation and amortization expense 1,757 - Total operating expenses 179,759 - Loss from discontinued operations $ (125,400 ) - In addition, the pro-forma effect of the disposal on the consolidated financial statements for the years ended March 31, 2015 and 2014, assuming the transaction occurred as of April 1, 2013 is reflected in the chart below: TAURIGA SCIENCES, INC. AND SUBSIDIARY Loss on disposal of Natural Wellness (subsidiary) Cash $ 87,894 Inventory, at cost 90,987 Prepaid Expenses 21,219 Property and equipment, net 9,342 Cash received for sale of inventory 20,462 Loss on disposal of continuing operations $ 229,904 Non-convertible Debt Financing – Alternative Strategy Partners PTE Ltd. On September 30, 2015, the Company entered into a debt facility of $180,000 in non-convertible debt financing from Singapore-based institutional investor Alternative Strategy Partners PTE Ltd. (“ASP”). The debt carries a fixed interest rate per annum of 11.50% (“the Designated Rate”) payable in full by December 23, 2015 (“the Maturity Date”). Both parties have discussed the possibility of amending terms, if necessary, under the assumption that both parties mutually agree to such amendment. The Company received cash from the note of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this $180,000 or the other $90,000 was wired directly to a Japanese based consumer product firm called Eishin, Inc. The Company had entered into an agreement to acquire common shares equivalent to 20.1% of Eishin Co., Ltd. (“Eishin”), a high growth Japan-based company focusing on providing solutions to improve automobile combustion efficiency. “Eco-Spray”, Eishin’s key product made from 100% natural ingredients, is distributed in numerous Asian markets including China, Japan, Korea, India, UAE, Bangladesh, Cambodia, Philippines and Myanmar, and is currently being tested for expansion in North America. The Company has agreed to make an investment in Eishin for a total of $180,000, of which half was paid on October 1, 2015 and the remainder to be paid by the end of October 31, 2015. The Company has not received any type of default notice with respect to this $180,000 non-convertible debenture. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company is currently in discussions with ASP to amend the original terms of this non-convertible debenture. Specifically to reduce the face value of this note from $180,000 to $90,000 and forgo receipt of any shares of Eishin Co., Ltd. Lastly on October 9, 2015, ASP Managing Director (Yuhi Horiguchi) notified the Company via email that any and all warrants that had been previously mentioned in the $180,000 note were fully cancelled. So there are no warrants in existence, in accordance with this $180,000 non-convertible debenture. Nor have there been any defaults that ASP has notified the Company. Lawsuit Filed Against Cowan Gunteski & Co. PA On November 4, 2015, the Company filed a lawsuit against its predecessor audit firm Cowan Gunteski & Co. PA in Federal Court — Southern District Florida (Miami, Florida). The case alleges, among other things, that Cowan Gunteski committed malpractice with respect to the audit of the Company’s FY 2014 financial statements (as illustrated in the PCAOB Public Censure of July 23, 2015) and then misrepresented to the Company with respect about its ability to re-issue an independent opinion for FY 2014 financial statements. On July 31, 2015, the Company was delisted from the OTCQB Exchange to the OTC Pink Limited Information Tier due to its inability to file its FY 2015 Form 10K. The lawsuit was expected by the Company and its counsel to take up to 18 months to complete, from the date it was filed (November 4, 2015). The Company in its lawsuit seeks damages against Cowan Gunteski (and its malpractice insurance policy) exceeding $3,000,000. There is no guarantee that the Company will be successful in this lawsuit. Subsequent to the filing of the lawsuit, the Company was notified that the lawsuit was temporarily suspended so that the Company and Cowan can attempt to mediate this case. On December 30, 2015, the Company was notified that Daniel F. Kolb was appointed as the mediator. Mediation commenced on February 3, 2016. During these efforts, the Company had been offered settlement amounts, but none that have been satisfactory. On March 22, 2016 the Company decided that its good faith efforts to settle its ongoing litigation with Cowan Gunteski & Co. P.A. have proven unsuccessful. Therefore, the Board of Directors of the Company unanimously agreed to proceed to trial. The case is expected to proceed in Federal District Court — Southern District Florida (Miami, Florida) with an expectation that the venue will be challenged. The Company is continuing to seek the assistance of independent experts, to help ascribe dollar amounts for certain damages suffered by the Company (“provable damages”). At this point in time, the Company has realized out of pocket cash losses and debts (inclusive of liquidated damages) that exceed $850,000. Additional potential damages include but are not limited to: inability to properly maintain Pilus Energy’s Intellectual Property (“Pilus IP”), the July 31, 2015 delisting of the Company shares from OTCQB to Pink Sheets, loss of market capitalization (“market cap”), loss of trading liquidity (“trading volume”), and loss of substantial business opportunities. In aggregate the Company intends to seek monetary award(s), during trial, in excess of $3,000,000. That figure is expected to continually increase as additional time lapses. On May 10, 2016, the Company was notified of an Order Reopening Case, Scheduling Order for Pretrial Conference set for December 7, 2016 before Judge Robin L. Rosenberg, Trial set for January 23, 2017 in West Palm Beach Division, and a Calendar Call set for January 18, 2017. Arbitration – Cherry Baekert LLP On November 23, 2015, the Company had its arbitration date in Miami, Florida at the law office of Pollack, Pollack and Kogan against Cherry Baekert LLP (a consultant of the Company). This arbitration was concerning outstanding invoices of $31,280 that Cherry Baekert believed was owed from the Company pursuant to two separate engagement letters entered into in 2014. Prior to November 23, 2015, the Company had already paid $25,000 to Cherry Baekert pursuant to these above mentioned agreements. The arbitrator, Lawrence Saichek, ruled against the Company on December 29, 2015 awarding Cherry Baekert the full $31,280 plus legal fee reimbursement, and court costs reimbursed. The total award was $47,568. Since that time, the number has grown to $51,387. On April 25, 2016, the Company made a $15,000 payment to Cherry Baekert towards this outstanding amount. Therefore, the remaining balance is now $36,387. In addition, Cherry Baekert, as a good faith measure, granted the Company until June 30, 2016 to pay the balance. There can be no guarantees that the Company will be able to meet that deadline. Appointment of Mr. Keith M. Berman to the Board of Directors On April 15, 2016, the Company appointed Mr. Keith M. Berman as a member of the Company’s Board of Directors. Mr. Berman will serve as an independent director and with this appointment, The Company’s Board of Directors is now comprised of five members, four of which the Company believes qualify as independent directors under the regulations of the Securities and Exchange Commission. Currently, Mr. Berman serves as the Principal Executive Officer, Secretary and a member of the Board of Directors of Decision Diagnostics Corp. (OTC PINK: DECN). Specifically, Mr. Berman will leverage his vast experience and knowledge in the life sciences space to assist the Company in its potential merger and acquisition activities. In addition, Mr. Berman has important experience in prosecuting major corporate litigation as he has been instrumental in Decision Diagnostics’ litigation against a major U.S. based pharmaceutical company. Private Placement – April 18, 2016 On April 18, 2016, the Company completed an equity private placement for $105,500 to date comprised of accredited individual investors as well as one institutional investor. The terms of this private placement are as follows: $0.004 per share of common stock with a related three year warrant for 40% of each share of common stock purchased at an exercise price of $0.01 per share. The warrants require the investors to pay cash to exercise the warrants and do not allow for cashless exercise. All shares to be issued will be “restricted securities” as such term is defined by the Securities Act of 1933, as amended. The Company collected $7,500 of this in March 2016, and the remaining funds in April 2016 at the time the shares and warrants were issued. The proceeds from this private placement will be used for working capital purposes, most specifically to fund the Company’s ongoing litigation against Cowan Gunteski Co. P.A., and settle some outstanding obligations and establish new business opportunities for the Company. |
Re-Audited Financial Statements
Re-Audited Financial Statements | 12 Months Ended |
Mar. 31, 2015 | |
Re-audited Financial Statements | |
Re-Audited Financial Statements | NOTE 14 – RE-AUDITED FINANCIAL STATEMENTS The consolidated financial statements for the year ended March 31, 2014 have been re-audited by the Company’s new independent registered public accounting firm. As a result of the re-audit, there were adjustments made to the previously filed consolidated financial statements. The adjustments were as follows: (a) Impairment of patents (Pilus) in the amount of $1,791,460; (b) Expense acquisition costs that were previously reflected as deferred acquisition costs of $395,823; and (c) Reduction of 775,190 common shares that were in transit and were canceled at par value of $8 (common stock and additional paid in capital). The net effect of the adjustments was an increase to both the net loss and accumulated deficit of $2,187,283. The adjustments did not impact the loss per share. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. All inter-company transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Revenue is recognized when realized or realizable, and when the earnings process is complete, which is generally upon the shipment of products. |
Foreign Currency Translation | Foreign Currency Translation Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholdersÂ’ deficit. |
Cash Equivalents | Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2015, the Company had no cash at any financial institution which exceeded the total FDIC insurance limit of $250,000. At March 31, 2014, the Company had cash at two financial institutions, which exceeded the FDIC insured limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Inventory | Inventory Inventory consists of raw materials, production in progress and finished goods and is stated at the lower of cost or market determined by the first-in, first-out method. |
Property and Equipment and Depreciation | Property and Equipment and Depreciation Property and equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. |
Intangible Assets | Intangible Assets Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition. |
Net Loss Per Common Share | Net Loss Per Common Share The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period. The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company has adopted ASC 220 effective January 1, 2012 which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. |
Research and Development | Research and Development The Company expenses research and development costs as incurred. Research and development costs were $78,883 and $0 in the years ended March 31, 2015 and 2014, respectively. |
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using managementÂ’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015 and 2014. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Monte Carlo Pricing Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves managementÂ’s judgment and may impact net income. During the year ended March 31, 2015, the Company utilized an expected life ranging from 66 days to 325 days based upon the look-back period of its convertible debentures and notes and volatility in the range of 166% to 196%. During the year ended March 31, 2014, the Company utilized an expected life ranging from 180 days to 360 days based upon the look-back period of its convertible debentures and notes and volatility in the range of 89% to 172%. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of March 31, 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In August 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern, that outlines management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendment is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (ASU 2014-10). ASU 2014-10 removes all incremental financial reporting requirements regarding development-stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, ASU 2014-10 adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned operations could provide information about risks and uncertainties related to the company’s current activities. ASU 2014-10 also removes an exception provided to development-stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity. Effective with the first quarter of our fiscal year ended March 31, 2015, the presentation and disclosure requirements of Topic 915 will no longer be required. The revisions to Consolidation (Topic 810) are effective the first quarter of our fiscal year ended March 31, 2017. The Company early adopted the provisions of ASU 2014-10 effective for the year ended March 31, 2015. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of 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. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in ASU 2014-09 will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended March 31, 2018. We have not determined the potential effects on our consolidated financial statements. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. |
Subsequent Events | Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: March 31, 2015 March 31, 2014 Estimated Life Computers, office furniture and equipment $ 55,942 $ 55,085 3-5 years Technical equipment 11,099 — 5 years Total 67,041 55,085 Less: accumulated depreciation (41,755 ) (30,469 ) Net $ 25,286 $ 24,616 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of License Cost | An analysis of the cost is as follows: March 31, 2015 March 31, 2014 Estimated Life Licensing fee $ 1,539,851 $ 1,439,851 2-5 years Less: accumulated amortization 83,863 83,863 1,455,988 1,355,988 Net impairment (1,455,988 ) (1,355,988 ) Balance $ — $ — |
Schedule of Cost of Patent and Related Amortization | The cost of the patent and related amortization at March 31, 2015 and 2014 is as follows: Fair Value Estimated Life Cash advanced on signing the memorandum of understanding and closing agreement $ 100,000 16.5 years Fair value of the warrant for 100,000,000 shares of the Company’s common stock 1,710,000 Total 1,810,000 Less amortization in the year ended March 31, 2014 18,540 Net value at March 31, 2014 prior to impairment $ 1,791,460 Impairment in the year ended March 31, 2014 1,791,460 Net value as of March 31, 2014 — Activity - 2015 — Net value as of March 31, 2015 $ — |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Schedule of Warrant Activity | The following table summarizes warrant activity for the years ended March 31, 2015 and 2014: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2013 200,000 0.40 1.38 Years — Granted 175,000,000 0.02 Expired — Exercised — — Outstanding at March 31, 2014 175,200,000 $ 0.02 5.86 Years $ 10,050,000 Granted 41,399,803 0.01 Expired (200,000 ) (0.40 ) Exercised (38,871,543 ) (0.02 ) Canceled (71,036,328 ) (0.03 ) Outstanding and exercisable at March 31, 2015 106,491,932 $ 0.02 4.49 Years $ — |
Schedule of Stock Option Activity | The following table summarizes option activity for the years ended March 31, 2015 and 2014: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2013 10,000,000 $ 0.10 8.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2014 10,000,000 $ 0.10 7.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at March 31, 2015 10,000,000 $ 0.10 6.85 Years $ — |
Warrant [Member] | |
Schedule of Valuation Assumptions Under Black-Scholes Pricing Model | The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Year Ended March 31, 2015 Year Ended March 31, 2014 Volatility 179 % 168.32% to 244.92 % Risk-free rate 0.39 % 1.34% to 0.41 % Dividend — — Expected life of warrants 1.89 Years 5 Years |
Stock Options [Member] | |
Schedule of Valuation Assumptions Under Black-Scholes Pricing Model | The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options: Volatility 220 % Expected dividend rate - Expected life of options in years 10 Risk-free rate 1.87 % |
Provision For Income Taxes (Tab
Provision For Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following: March 31, 2015 March 31, 2014 Net operating losses 4,600,000 $ 2,200,000 Impairment of assets 2,490,000 4,000,000 Valuation allowance (7,090,000 ) (6,200,000 ) - $ - |
Reconciliation Of Company's Effective Tax Rate as Percentage of Income before Taxes and the Federal Statutory Rate | A reconciliation of the CompanyÂ’s effective tax rate as a percentage of income before taxes and the federal statutory rate for the years ended March 31, 2015 and 2014 is summarized as follows: 2015 2014 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefits (3.3 ) (3.3 ) Foreign tax (0.3 ) (0.3 ) Valuation allowance 37.6 37.6 0 % 0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following summarizes the companyÂ’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2015 and 2014. March 31, 2015 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 4,063 $ - $ - $ 4,063 Liabilities Derivative liabilities $ - $ $ 90,000 $ 90,000 March 31, 2014 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 62,500 $ - $ - $ 62,500 Liabilities Derivative liabilities $ - $ - $ 1,581,119 $ 1,581,119 Convertible notes $ $ - $ 263,917 $ 263,917 |
Schedule of Derivative Liabilities | The estimated fair values of the Company’s derivative liabilities are as follows: Convertible Derivative Notes Liability Total Liabilities Measured at Fair Value Beginning balance as of March 31, 2013 $ 106,425 $ — $ 106,425 Revaluation (gain) loss — (1,409,877 ) (1,409,877 ) Issuances, net 157,492 2,990,996 3,148,488 Balance as of March 31, 2014 $ 263,917 $ 1,581,119 $ 1,845,036 Revaluation (gain) loss — 253,625 253,625 Issuances, net (263,917 ) (1,744,744 ) (2,007,661 ) Ending balance as of March 31, 2015 $ — $ 90,000 $ 90,000 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Schdeule of Discontinued Operations | TAURIGA SCIENCES, INC. AND SUBSIDIARY BALANCE SHEET FROM DISCONTINUED OPERATIONS March 31, 2015 March 31, 2014 Assets of discontinued operations $ 209,442 - Liabilities of discontinued operations - - TAURIGA SCIENCES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS For the Years Ended March 31, 2015 2014 Revenues $ 96,161 $ - Cost of goods sold 41,802 - Gross profit 54,359 - Operating expenses General and administrative 178,002 - Impairment of notes receivable - - Impairment of license agreements - - Impairment of patents - - Depreciation and amortization expense 1,757 - Total operating expenses 179,759 - Loss from discontinued operations $ (125,400 ) - In addition, the pro-forma effect of the disposal on the consolidated financial statements for the years ended March 31, 2015 and 2014, assuming the transaction occurred as of April 1, 2013 is reflected in the chart below: TAURIGA SCIENCES, INC. AND SUBSIDIARY Loss on disposal of Natural Wellness (subsidiary) Cash $ 87,894 Inventory, at cost 90,987 Prepaid Expenses 21,219 Property and equipment, net 9,342 Cash received for sale of inventory 20,462 Loss on disposal of continuing operations $ 229,904 |
Basis of Operations (Details Na
Basis of Operations (Details Narrative) - USD ($) | Jul. 15, 2014 | Mar. 10, 2014 | Jan. 28, 2014 | Oct. 29, 2013 | Feb. 19, 2013 | May. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 24, 2014 |
Proceeds from legal settlement by ITL | $ 20,000 | |||||||||
Percentage of issued and outstanding shares | 9.00% | |||||||||
Percentage of products sold | 100.00% | |||||||||
Payment of licensing rights | $ 250,000 | |||||||||
Repayments of related party debt | ||||||||||
Shares issued during period for cash, value | $ 989,816 | |||||||||
Shares issued for licensing rights | 2,500,000 | 36,644,631 | ||||||||
License agreement period | 10 years | |||||||||
Issuance warrants to purchase of common stock | 100,000,000 | 75,000,000 | ||||||||
Common stock value | $ 1,100,000 | |||||||||
Additional paid in capital | $ 50,000 | |||||||||
Business acquisition of common stock | 100,000,000 | |||||||||
Business acquisition fair value | $ 2,000,000 | |||||||||
Business acquisition description | In addition, the Company paid Bacterial Robotics,LLC ("BRLLC"), formerly the parent company of Pilus, $50,000 on signing the memorandum of understanding and $50,000 at the time of closing. | |||||||||
Sign memorandum of understanding and time of closing value | $ 50,000 | |||||||||
Impairment of intangible assets | $ 1,355,988 | |||||||||
Promissory note | $ 33,462 | $ 33,462 | ||||||||
Principal notes amount | 175,100 | 175,100 | ||||||||
Accrued interest | 5,100 | |||||||||
Operating losses | $ 5,088,956 | $ 12,168,772 | ||||||||
Honeywood [Member] | ||||||||||
Employees compensation | $ 21,000 | |||||||||
Honeywood Executive [Member] | ||||||||||
Promissory note | $ 170,000 | |||||||||
Debt instrument interest rate | 6.00% | |||||||||
September 24, 2014 [Member] | ||||||||||
Legal fees and other cost | $ 249,000 | |||||||||
Honeywood [Member] | ||||||||||
Payments for advance to affiliate | $ 175,000 | |||||||||
Percentage of receiving non-diluted shares of common stock outstanding immediately prior to closing | 15.50% | |||||||||
Percentage additional aggregate common stock outstanding | 10.00% | |||||||||
Licenses revenue | $ 4,000,000 | |||||||||
Additional revenue | $ 0 | |||||||||
Percentage of restricted stock option | 1.6666% | |||||||||
Percentage of issuance of additional common stock | 1.6666% | |||||||||
Employee agreement term | 3 years | |||||||||
Employees compensation | $ 7,000 | |||||||||
Green Hygienics, Inc. [Member] | ||||||||||
Common stock shares issuable | 4,347,826 | |||||||||
Repayments of related party debt | $ 143,730 | |||||||||
Shares issued during period for cash, value | $ 106,270 | |||||||||
Green Innovations Ltd [Member] | ||||||||||
Common stock shares issuable | 625,000 | |||||||||
Common stock shares issuable value | $ 250,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash FDIC insured amount | $ 250,000 | $ 250,000 |
Research and development costs | $ 78,883 | $ 0 |
Minimum [Member] | ||
Fair value assumptions expected term | 66 days | 180 days |
Fair value expected volatility rate | 166.00% | 89.00% |
Maximum [Member] | ||
Fair value assumptions expected term | 325 days | 360 days |
Fair value expected volatility rate | 196.00% | 172.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 11,286 | $ 8,901 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Computers, office furniture and equipment | $ 55,942 | $ 55,085 |
Technical equipment | 11,099 | |
Property, Plant and Equipment, Gross | 67,041 | $ 55,085 |
Less: accumulated depreciation | (41,755) | (30,469) |
Net | $ 25,286 | $ 24,616 |
Technical Equipment [Member] | ||
Computer and office equipment useful life | 5 years | |
Minimum [Member] | Computers, Office Furniture And Equipment [Member] | ||
Computer and office equipment useful life | 3 years | |
Maximum [Member] | Computers, Office Furniture And Equipment [Member] | ||
Computer and office equipment useful life | 5 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Mar. 31, 2014 | Oct. 29, 2013 | Feb. 19, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | May. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2014 |
Proceeds from legal settlement by ITL | $ 20,000 | |||||||
Percentage of issued and outstanding shares | 9.00% | |||||||
Percentage of products sold | 100.00% | |||||||
Payment of licensing rights | $ 250,000 | |||||||
Repayments of related party debt | ||||||||
Shares issued during period for cash, value | $ 989,816 | |||||||
Shares issued for licensing rights | 2,500,000 | 36,644,631 | ||||||
Green Hygienics, Inc. [Member] | ||||||||
Common stock shares issuable | 4,347,826 | |||||||
Repayments of related party debt | $ 143,730 | |||||||
Licensing fees | $ 250,000 | $ 250,000 | 250,000 | |||||
Shares issued during period for cash, value | $ 106,270 | |||||||
License fee over period | 5 years | |||||||
Accumulated amortization cost | $ 34,911 | |||||||
Impairment charge | $ 215,089 | |||||||
Green Innovations Ltd [Member] | ||||||||
Common stock shares issuable | 625,000 | |||||||
Common stock shares issuable value | $ 250,000 | |||||||
Bacterial Robotics, LLC [Member] | ||||||||
Licensing fees | 1,189,851 | $ 1,189,851 | ||||||
Accumulated amortization cost | $ 48,952 | |||||||
Impairment charge | 1,140,899 | |||||||
Stock issued during period for agreement | $ 25,000 | |||||||
Warrants issuance period | 5 years | |||||||
Issuance warrants to purchase of common stock | 75,000,000 | |||||||
Stock issued during period value | $ 1,139,851 | |||||||
Cash | $ 25,000 | |||||||
Amortization fee | $ 1,189,851 | |||||||
Written off expences | 100,000 | |||||||
Breathe Ecig Corp [Member] | ||||||||
Licensing fees | 100,000 | |||||||
Sale of stock during period | $ 100,000 | $ 100,000 | ||||||
Sale of stock during period, value | 10,869,565 | 10,869,565 |
Intagible Assets - Schedule of
Intagible Assets - Schedule of License Cost (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Licensing fee | $ 1,539,851 | $ 1,439,851 |
Less: accumulated amortization | 83,863 | 83,863 |
Impairment gross | 1,455,988 | 1,355,988 |
Net impairment | $ 1,455,988 | $ (1,355,988) |
Balance | ||
Minimum [Member] | ||
Estimated Life | 2 years | |
Maximum [Member] | ||
Estimated Life | 5 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Cost of Patent and Related Amortization (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Total | $ 1,455,988 | $ 1,355,988 |
Less amortization | 83,863 | 83,863 |
Net value | (1,455,988) | 1,355,988 |
Patents [Member] | ||
Cash advanced on signing the memorandum of understanding and closing agreement | 100,000 | |
Fair value of the warrant for 100,000,000 shares of the Company's common stock | 1,710,000 | |
Total | 1,810,000 | |
Less amortization | 18,540 | $ 18,540 |
Net value prior to impairment | 1,791,460 | |
Impairment | $ 1,791,460 | |
Net value | ||
Estimated life | 16 years 6 months |
Intangible Assets - Schedule 36
Intangible Assets - Schedule of Cost of Patent and Related Amortization (Details) (Parenthetical) | 12 Months Ended |
Mar. 31, 2015shares | |
Patents [Member] | |
Number of warrant issued shares of common stock | 100,000,000 |
Embedded Derivatives - Financ37
Embedded Derivatives - Financial Instruments (Details Narrative) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability | $ 90,000 | $ 1,581,119 |
Convertible Notes and Notes P38
Convertible Notes and Notes Payable (Details Narrative) | Jun. 03, 2013shares | Mar. 27, 2013USD ($) | Nov. 14, 2012USD ($) | Oct. 19, 2012USD ($)$ / sharesshares | Mar. 31, 2015USD ($)Notes$ / sharesshares | Mar. 31, 2014USD ($)Notes$ / sharesshares | Mar. 31, 2013USD ($) |
Proceeds from convertible debt | $ 2,173,372 | ||||||
Number of notes converted to common stock | Notes | 14 | ||||||
Number of convertible notes outstanding | Notes | 15 | 0 | |||||
Convertible debt | $ 0 | $ 263,917 | |||||
Derivative liability | $ 0 | $ 1,581,119 | |||||
Notes converted, common stock shares | shares | 9,900,000 | 61,726,433 | 191,604,392 | ||||
Conversion of stock amount | $ 1,497,594 | $ 2,752,136 | |||||
Convertible Notes Payable, net | $ 48,775 | $ 56,425 | |||||
Conversion of unpaid principal and interest into common stock, per share | $ / shares | $ 0.025 | $ 0.025 | |||||
Debt, interest rate | 8.00% | ||||||
Loan balance | $ 106,425 | ||||||
Unamortized discount | $ 68,575 | ||||||
Number of shares required to be issued | shares | 4,125,000 | ||||||
Excess of stock issued | shares | 5,775,000 | ||||||
Loss on conversion of debt | $ 321,000 | ||||||
Outstanding debt current | $ 0 | 0 | |||||
Interest expense | 186,693 | 572,571 | |||||
Accrued interest | $ 14,431 | $ 26,107 | |||||
Minimum [Member] | |||||||
Debt instruments interest rate | 5.00% | ||||||
Maximum [Member] | |||||||
Debt instruments interest rate | 12.00% | ||||||
Convertible Notes Payable [Member] | |||||||
Proceeds from convertible debt | $ 2,037,000 | ||||||
Proceeds from loan | $ 25,000 | $ 150,000 | |||||
Debt, beneficial conversion feature, discount rate | 25.00% | ||||||
Debt, beneficial conversion feature, discount amount | $ 37,500 | ||||||
One Year Convertible Promissory Note [Member] | JMJ Financial [Member] | |||||||
Convertible Notes Payable, net | $ 445,000 | ||||||
Conversion of unpaid principal and interest into common stock, per share | $ / shares | $ 0.15 | ||||||
Debt, interest rate | 5.00% | ||||||
Percentage of lower trade price | 25.00% | ||||||
Debt instrument conversion minimum price per share | $ / shares | $ 0.15 | ||||||
Payment of origination fee, common stock shares | shares | 200,000 |
Stockholders' Equity (Deficit39
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Jun. 27, 2014 | Jan. 28, 2014 | Oct. 29, 2013 | Feb. 02, 2012 | Jan. 31, 2014 | May. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2014 |
Common stock authorized | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, shares outstanding | 899,007,530 | 647,071,126 | ||||||
Shares issued in settlement of legal fees | 1,500,000 | |||||||
Shares issued in settlement of legal fees, per share | $ 0.04 | |||||||
Value of Warrants | $ 1,139,851 | |||||||
Common stock issued for cash, shares | 2,500,000 | 36,644,631 | ||||||
Warrants issued to acquire common stock | 100,000,000 | 75,000,000 | ||||||
Number of stock issued for conversion and settlement the rent, value | $ 1,497,594 | $ 2,752,136 | ||||||
Common stock issued for cash | 989,816 | |||||||
Proceeds from issuance of common stock | 1,118,500 | 989,816 | ||||||
Value of debenture converted into shares | $ 1,497,594 | $ 2,752,136 | ||||||
Additional shares issued during period | 29,188,403 | |||||||
Warrant exercises initial amount | $ 250,000 | |||||||
Compensation arrangements, description | the Company agrees to pay 8% to 10% in cash and 8% to 10% in common stock of the Company of all cash amounts actually received by the Company and 2% for debt arrangements | |||||||
Share-based compensation expense | $ 2,176,163 | $ 4,229,518 | ||||||
Purchase Agreement [Member] | ||||||||
Number of stock issued during period | 29,188,403 | |||||||
Financing Fee [Member] | ||||||||
Number of comon stock shares issued for conversion of convertible debt | 12,500,000 | |||||||
Financing Fee One [Member] | ||||||||
Number of comon stock shares issued for conversion of convertible debt | 12,300,000 | |||||||
Common Stock One [Member] | ||||||||
Common stock issued for cash, shares | 1,118,500 | |||||||
Common stock issued for cash | $ 69,175,657 | |||||||
Common Stock Two [Member] | ||||||||
Number of stock issued for services, shares | 2,890,000 | |||||||
Proceeds from issuance of common stock | $ 44,300 | |||||||
Proceeds from commission on sales | $ 56,000 | |||||||
Financial Institution [Member] | ||||||||
Stock issued during period, per share | $ 0.04 | |||||||
Number of stock issued for conversion and settlement the rent, value | $ 1,489,771 | |||||||
Number of stock issued for conversion and settlement the rent, shares | 61,413,497 | |||||||
Value of debenture converted into shares | $ 50,000 | |||||||
Debenture converted into number of shares | 1,250,000 | |||||||
Individuals [Member] | ||||||||
Stock issued during period, per share | $ 0.025 | |||||||
Number of stock issued for conversion and settlement the rent, value | $ 7,823 | |||||||
Number of stock issued for conversion and settlement the rent, shares | 312,936 | |||||||
Chief Executive Officer [Member] | ||||||||
Number of stock issued for services, shares | 4,200,000 | |||||||
Number of stock issued for service, value | $ 119,000 | |||||||
Financial Institution One [Member] | ||||||||
Stock issued during period, per share | $ 0.02 | |||||||
Additional shares issued during period | 2,697,369 | |||||||
Financing costs | $ 53,947 | |||||||
Consultants [Member] | ||||||||
Number of stock issued for services, shares | 525,000 | |||||||
Pilus Energy [Member] | ||||||||
Stock issued during period, per share | $ 0.02 | |||||||
Value of Warrants | $ 1,710,000 | |||||||
Issuance of warrants to purchase of common stock | 100,000,000 | |||||||
Hanover Holdings I, LLC [Member] | ||||||||
Additional shares issued during period | 29,188,403 | |||||||
Additional shares issued during period, value | $ 190,000 | |||||||
Warrants exercises effective prices per shares | $ 0.05 | |||||||
Sale of stock during period | $ 147,500 | |||||||
Sale of stock during period, value | 12,211,400 | |||||||
Warrant exercises initial amount | $ 250,000 | |||||||
Cash released from escrow in connection with warrant exercise | $ 250,000 | |||||||
Warrants carry fixed price per share | $ 0.05 | |||||||
Trigger price per share | $ 0.05 | |||||||
Percentage of require payments for call option | 135.00% | |||||||
Call option amount | $ 337,500 | |||||||
Number of equity issuance for reserves | 33,000,000 | |||||||
Warrants and options outstanding | 87,303,529 | |||||||
Shares outstanding | 1,077,160,652 | |||||||
Green Hygienics, Inc. [Member] | ||||||||
Stock issued during period, per share | $ 0.04 | |||||||
Number of stock issued during period | 4,347,826 | |||||||
Shares issued for license fee, shares | 2,500,000 | |||||||
Shares issued for license fee | $ 106,250 | |||||||
Common stock issued for cash | $ 106,270 | |||||||
Financing costs | $ 34,911 | |||||||
Convertible Debt Arrangement [Member] | ||||||||
Shares issued for commitment fee | 10,500,000 | |||||||
Warrant [Member] | ||||||||
Number of cash less warrants exercises shares | 26,660,143 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Sale of stock during period | $ 147,500 | |||||||
Sale of stock during period, value | 12,211,400 | |||||||
Warrant exercises initial amount | $ 250,000 | |||||||
Settlement Agreement [Member] | ||||||||
Sale of stock during period | $ 20,000,000 | |||||||
Sale of stock during period, value | 104,144 | |||||||
License Agreement [Member] | ||||||||
Sale of stock during period | $ 100,000 | |||||||
Sale of stock during period, value | 10,869,565 | |||||||
Convertible Debt [Member] | ||||||||
Number of comon stock shares issued for conversion of convertible debt | 191,604,392 | |||||||
Number of comon stock value issued for conversion of convertible debt | $ 1,341,305 | |||||||
Promissory Note [Member] | ||||||||
Number of comon stock shares issued for conversion of convertible debt | 1,951,000 | |||||||
Current And Former Chief Executive Officer [Member] | ||||||||
Number of stock issued for services, shares | 31,720,000 | |||||||
Various Consultants [Member] | ||||||||
Number of stock issued for services, shares | 140,945,200 | |||||||
Former Chief Financial Officer [Member] | ||||||||
Common stock issued for cash, shares | 860,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Number of stock issued for services, shares | 630,000 | |||||||
Various Consultants and Advisory Board Members [Member] | ||||||||
Number of stock issued for services, shares | 40,255,837 | |||||||
Number of stock issued for service, value | $ 299,123 | |||||||
Number of stock issued for service, net of deferred | $ 670,362 | |||||||
Two Former Executives [Member] | ||||||||
Options to purchase common shares | 5,000,000 | |||||||
Aggregate of common shares | 10,000,000 | |||||||
Share-based compensation expense | $ 1,400,000 | |||||||
Minimum [Member] | ||||||||
Stock issued during period, per share | $ 0.03 | |||||||
Minimum [Member] | Common Stock One [Member] | ||||||||
Stock issued during period, per share | $ 0.01 | |||||||
Minimum [Member] | Common Stock Two [Member] | ||||||||
Stock issued during period, per share | 0.01 | |||||||
Minimum [Member] | Warrant [Member] | ||||||||
Warrants exercises effective prices per shares | 0.02 | |||||||
Minimum [Member] | Financial Institution [Member] | ||||||||
Stock issued during period, per share | 0.01 | |||||||
Minimum [Member] | Convertible Debt Arrangement [Member] | ||||||||
Stock issued during period, per share | 0.02 | |||||||
Minimum [Member] | Convertible Debt [Member] | ||||||||
Stock issued during period, per share | 0.01 | |||||||
Minimum [Member] | Current And Former Chief Executive Officer [Member] | ||||||||
Stock issued during period, per share | 0.02 | |||||||
Minimum [Member] | Various Consultants [Member] | ||||||||
Stock issued during period, per share | 0.01 | |||||||
Minimum [Member] | Former Chief Financial Officer [Member] | ||||||||
Stock issued during period, per share | 0.02 | |||||||
Minimum [Member] | Chief Executive Officer [Member] | ||||||||
Stock issued during period, per share | 0.01 | |||||||
Minimum [Member] | Various Consultants and Advisory Board Members [Member] | ||||||||
Stock issued during period, per share | $ 0.01 | |||||||
Minimum [Member] | July 17, 2015 [Member] | ||||||||
Excess of common stock authorized | 1,000,000,000 | |||||||
Maximum [Member] | ||||||||
Stock issued during period, per share | 0.06 | |||||||
Maximum [Member] | Common Stock One [Member] | ||||||||
Stock issued during period, per share | $ 0.06 | |||||||
Maximum [Member] | Common Stock Two [Member] | ||||||||
Stock issued during period, per share | 0.02 | |||||||
Maximum [Member] | Warrant [Member] | ||||||||
Warrants exercises effective prices per shares | 0.03 | |||||||
Maximum [Member] | Financial Institution [Member] | ||||||||
Stock issued during period, per share | 0.09 | |||||||
Maximum [Member] | Convertible Debt Arrangement [Member] | ||||||||
Stock issued during period, per share | 0.03 | |||||||
Maximum [Member] | Convertible Debt [Member] | ||||||||
Stock issued during period, per share | 0.09 | |||||||
Maximum [Member] | Current And Former Chief Executive Officer [Member] | ||||||||
Stock issued during period, per share | 0.09 | |||||||
Maximum [Member] | Various Consultants [Member] | ||||||||
Stock issued during period, per share | 0.09 | |||||||
Maximum [Member] | Former Chief Financial Officer [Member] | ||||||||
Stock issued during period, per share | $ 0.07 | |||||||
Maximum [Member] | Chief Executive Officer [Member] | ||||||||
Stock issued during period, per share | 0.07 | |||||||
Maximum [Member] | Various Consultants and Advisory Board Members [Member] | ||||||||
Stock issued during period, per share | $ 0.07 | |||||||
Maximum [Member] | July 17, 2015 [Member] | ||||||||
Excess of common stock authorized | 2,500,000,000 |
Stockholders' Equity (Deficit40
Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Shares, Outstanding, Beginning balance | 175,200,000 | 200,000 |
Shares, Granted | 41,399,803 | 175,000,000 |
Shares, Expired | (200,000) | |
Shares, Exercised | (38,871,543) | |
Shares, Canceled | (71,036,328) | |
Shares, Outstanding, Ending balance | 106,491,932 | 175,200,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.02 | $ 0.40 |
Weighted Average Exercise Price, Granted | 0.01 | $ 0.02 |
Weighted Average Exercise Price, Expired | (0.40) | |
Weighted Average Exercise Price, Exercised | (0.02) | |
Weighted Average Exercise Price, Canceled | (0.03) | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.02 | $ 0.02 |
Weighted Average Remaining Contractual Term, Beginning | 1 year 4 months 17 days | |
Weighted Average Remaining Contractual Term, Ending | 4 years 5 months 27 days | 5 years 10 months 10 days |
Aggregate Intrinsic Value | $ 10,050,000 |
Stockholders' Equity (Deficit41
Stockholders' Equity (Deficit) - Schedule of Valuation Assumptions Under Black-Scholes Pricing Model (Details) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Warrant [Member] | ||
Volatility | 179.00% | |
Volatility, Minimum | 168.32% | |
Volatility, Maximum | 244.92% | |
Risk-free rate | 0.39% | |
Risk-free rate, Minimum | 1.34% | |
Risk-free rate, Maximum | 0.41% | |
Dividend rate | 0.00% | |
Expected life | 1 year 10 months 21 days | 5 years |
Stock Options [Member] | ||
Volatility | 220.00% | |
Risk-free rate | 1.87% | |
Dividend rate | 0.00% | |
Expected life | 10 years |
Stockholders' Equity (Deficit42
Stockholders' Equity (Deficit) - Schedule of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 10,000,000 | 10,000,000 |
Number of Options, Granted | ||
Number of Options, Expired | ||
Number of Options, Exercised | ||
Number of Options, Outstanding, Ending balance | 10,000,000 | 10,000,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.10 | $ 0.10 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.10 | $ 0.10 |
Weighted Average Remaining Contractual Term, Beginning | 8 years 10 months 6 days | |
Weighted Average Remaining Contractual Term, Ending | 6 years 10 months 6 days | 7 years 10 months 6 days |
Aggregate Intrinsic Value |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 11, 2014 | Sep. 05, 2014 | Aug. 19, 2014 | Jul. 15, 2014 | Jul. 02, 2014 | May. 01, 2014 | Feb. 26, 2014 | Jan. 16, 2014 | Jun. 03, 2013 | Aug. 22, 2012 | Mar. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Aug. 14, 2014 |
Number of additional shares issued for conversion | 9,900,000 | 61,726,433 | 191,604,392 | |||||||||||||||
Salary compensation | $ 9,500 | $ 8,000 | $ 8,000 | |||||||||||||||
Common stock value | $ 8,990 | 6,470 | $ 8,990 | $ 6,470 | ||||||||||||||
Proceeds from issuance of common stock | $ 1,118,500 | $ 989,816 | ||||||||||||||||
Additional shares issued during period | 29,188,403 | |||||||||||||||||
Breathe Ecig Corp [Member] | ||||||||||||||||||
Sale of stock during period, value | 10,869,565 | 10,869,565 | ||||||||||||||||
Sale of stock during period | $ 100,000 | $ 100,000 | ||||||||||||||||
Additional shares issued during period | 2,666,667 | |||||||||||||||||
Additional shares issued during period, value | $ 100,000 | |||||||||||||||||
Amortization period for license | 24 months | |||||||||||||||||
Breathe Ecig Corp [Member] | April 1, 2015 [Member] | ||||||||||||||||||
Amortization period for license | 2 years | |||||||||||||||||
Dragoon Capital Inc., [Member] | ||||||||||||||||||
Percentage of payment of finder's fee in cash | 2.00% | |||||||||||||||||
Percentage of payment of finder's fee in stock | 2.00% | |||||||||||||||||
Percentage of revised finder fee in cash | 2.00% | |||||||||||||||||
Percentage of revised finder fee in stock | 1.00% | |||||||||||||||||
Common stock issued shares | 280,000 | |||||||||||||||||
Common stock value | $ 3,500 | |||||||||||||||||
Commission paid | 7,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 350,000 | |||||||||||||||||
ASP Amended [Member] | ||||||||||||||||||
Percentage of revised finder fee in cash | 8.00% | |||||||||||||||||
Percentage of revised finder fee in stock | 4.50% | |||||||||||||||||
Common stock issued shares | 1,260,000 | |||||||||||||||||
Common stock value | $ 15,750 | |||||||||||||||||
Commission paid | 28,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 350,000 | |||||||||||||||||
ASP Amended [Member] | Maximum [Member] | ||||||||||||||||||
Number of shares issued during period | 4,000,000 | |||||||||||||||||
ASP Amended [Member] | Minimum [Member] | ||||||||||||||||||
Number of shares issued during period | 500,000 | |||||||||||||||||
March 31, 2016 [Member] | ||||||||||||||||||
Commitments for monthly payments | $ 46,500 | |||||||||||||||||
Stella M Sung [Member] | ||||||||||||||||||
Salary compensation | $ 14,000 | $ 8,000 | $ 8,000 | |||||||||||||||
Once time cash bonus when company completes a minimum private placement | $ 25,000 | |||||||||||||||||
Minimum private placement finance | $ 750,000 | |||||||||||||||||
Monthly restricted share allotment | 150,000 | |||||||||||||||||
One time S-8 share allotment | 2,500,000 | |||||||||||||||||
Seth M. Shaw [Member] | ||||||||||||||||||
Salary compensation | $ 132,000 | |||||||||||||||||
Once time cash bonus when company completes a minimum private placement | 25,000 | |||||||||||||||||
Minimum private placement finance | $ 750,000 | |||||||||||||||||
Monthly restricted share allotment | 60,000 | |||||||||||||||||
Number of common stock share received on monthly basis | 60,000 | |||||||||||||||||
Typenex [Member] | ||||||||||||||||||
Number of additional shares issued for conversion | 70,080,714 | |||||||||||||||||
Aggregated shares of common stock | $ 300,000 | |||||||||||||||||
Number of shares issued during period | 10,000,000 | |||||||||||||||||
Sale of stock transferred | 10,000,000 | |||||||||||||||||
Sale of stock amount transferred | $ 600,000 | |||||||||||||||||
Financing costs | 600,000 | |||||||||||||||||
Sale of stock during period, value | 100,000 | 20,000,000 | ||||||||||||||||
Sale of stock during period | $ 4,278,990 | $ 104,144 | ||||||||||||||||
Sale of stock price per share | $ 0.02 | |||||||||||||||||
Typenex [Member] | Tranche [Member] | ||||||||||||||||||
Aggregated shares of common stock | $ 100,000 | |||||||||||||||||
Percentage of average sales price | 150.00% | |||||||||||||||||
Mr. Shaw's [Member] | ||||||||||||||||||
Revised per month salary | $ 6,500 | |||||||||||||||||
Targeted Medical Pharma Inc [Member] | ||||||||||||||||||
Payments for royalties | $ 20,000 | |||||||||||||||||
Royalty payment description | royalty payments due Targeted on the first 20,000 1-month supply bottles sold by the Company, as defined in the agreement. Thereafter, the royalty payment increases to $2.50 per 1-month supply bottle. | |||||||||||||||||
Alternative Strategy Partners [Member] | ||||||||||||||||||
Number of additional shares issued for conversion | 4,000,000 | |||||||||||||||||
Minimum private placement finance | $ 2,500,000 | |||||||||||||||||
Percentage of payment of finder's fee in cash | 8.00% | |||||||||||||||||
Percentage of payment of finder's fee in stock | 9.00% | |||||||||||||||||
Number of additional shares issued during period | 3,000,000 | |||||||||||||||||
Proceeds from related party debt | $ 750,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Valuation allowance | $ 890,000 | $ 1,400,000 |
United States [Member] | ||
Net operating loss carryforward | $ 20,500,000 | |
Net operating loss carryforward, expiration year | 2,035 | |
Canadian [Member] | ||
Net operating loss carryforward | $ 700,000 | |
Net operating loss carryforward, expiration year | 2,035 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 4,600,000 | $ 2,200,000 |
Impairment of assets | 2,490,000 | 4,000,000 |
Valuation allowance | (7,090,000) | (6,200,000) |
Deferred Tax Assets, Net | $ 0 | $ 0 |
Provision for Income Taxes - Re
Provision for Income Taxes - Reconciliation of Company's Effective Tax Rate as Percentage of Income before Taxes and Federal Statutory Rate (Details) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefits | (3.30%) | (3.30%) |
Foreign tax | (0.30%) | (0.30%) |
Valuation allowance | 37.60% | 37.60% |
Effective Income Tax Rate | 0.00% | 0.00% |
Investments - Available for S47
Investments - Available for Sale Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Investment - available for sale security | $ 4,063 | $ 62,500 |
Green Innovations Ltd [Member] | ||
Cost incurred in investment | 250,000 | |
Unrealized loss on investments | 245,937 | 58,437 |
Investment - available for sale security | $ 4,063 | $ 187,500 |
Breathe Ecig Corp [Member] | ||
Cost incurred in investment | ||
Investment - available for sale security |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Investment-available-for-sale security | $ 4,063 | $ 62,500 |
Derivative liabilities | $ 90,000 | 1,581,119 |
Convertible notes | 263,917 | |
Level 1 [Member] | ||
Investment-available-for-sale security | $ 4,063 | $ 62,500 |
Derivative liabilities | ||
Convertible notes | ||
Level 2 [Member] | ||
Investment-available-for-sale security | ||
Derivative liabilities | ||
Convertible notes | ||
Level 3 [Member] | ||
Investment-available-for-sale security | ||
Derivative liabilities | $ 90,000 | $ 1,581,119 |
Convertible notes | $ 263,917 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Beginning balance | $ 1,845,036 | $ 106,425 |
Revaluation (gain) loss | 253,625 | (1,409,877) |
Issuances, net | (2,007,661) | 3,148,488 |
Beginning Ending | 90,000 | 1,845,036 |
Convertible Notes [Member] | ||
Beginning balance | $ 263,917 | $ 106,425 |
Revaluation (gain) loss | ||
Issuances, net | $ (263,917) | $ 157,492 |
Beginning Ending | $ 263,917 | |
Derivative Liability [Member] | ||
Beginning balance | $ 1,581,119 | |
Revaluation (gain) loss | 253,625 | $ (1,409,877) |
Issuances, net | (1,744,744) | 2,990,996 |
Beginning Ending | $ 90,000 | $ 1,581,119 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 18, 2016 | Mar. 22, 2016 | Dec. 01, 2015 | Nov. 23, 2015 | Nov. 04, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | Aug. 11, 2015 | Jul. 27, 2015 | Jul. 09, 2015 | Jun. 01, 2015 | May. 31, 2016 | Dec. 29, 2015 | Feb. 28, 2015 | Jul. 09, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | May. 06, 2016 | Apr. 25, 2016 | Jul. 16, 2015 | Apr. 10, 2015 |
Shares granted | |||||||||||||||||||||
Convertible redeemable note principal amount | $ 0 | $ 263,917 | |||||||||||||||||||
Percentage of interest rate | 8.00% | ||||||||||||||||||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||
Annual compensation | $ 2,176,163 | $ 4,034,370 | |||||||||||||||||||
Non-convertible debt | $ 175,100 | ||||||||||||||||||||
Typenex [Member] | |||||||||||||||||||||
Contingent issuance shares | 100,000 | 20,000,000 | |||||||||||||||||||
Common stock price per share | $ 0.02 | ||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||
Additional shares of common stock issued | 29,188,403 | ||||||||||||||||||||
Subsequent Event [Member] | Natural Wellness Business [Member] | |||||||||||||||||||||
Complement products for a one-time cash payment | $ 20,462 | ||||||||||||||||||||
Loss on disposal business | $ 229,904 | ||||||||||||||||||||
Subsequent Event [Member] | ASP [Member] | |||||||||||||||||||||
Percentage of interest rate | 11.50% | ||||||||||||||||||||
Non-convertible debt | $ 180,000 | ||||||||||||||||||||
Cash received from note | 180,000 | ||||||||||||||||||||
Subsequent Event [Member] | Company [Member] | |||||||||||||||||||||
Cash received from note | 75,000 | ||||||||||||||||||||
Subsequent Event [Member] | Cowan Gunteski & Co. PA [Member] | |||||||||||||||||||||
Lawsuit damages | $ 3,000,000 | ||||||||||||||||||||
Liquidated damages | $ 850,000 | ||||||||||||||||||||
Loss of trading liquidity | $ 3,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Cherry Baekert LLP [Member] | |||||||||||||||||||||
Outstanding invoices | $ 31,280 | ||||||||||||||||||||
Payment made on agreement | $ 25,000 | ||||||||||||||||||||
Legal fee reimbursement | $ 31,280 | ||||||||||||||||||||
Arbitration amount paid | 47,568 | $ 51,387 | $ 15,000 | ||||||||||||||||||
Subsequent Event [Member] | Special Meeting [Member] | |||||||||||||||||||||
Ownership percentage | 90.20% | ||||||||||||||||||||
Contingent issuance shares | 433,331,977 | ||||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||||||||||||
Private placement | $ 105,500 | ||||||||||||||||||||
Common stock price per share | $ 0.004 | ||||||||||||||||||||
Private placement terms of warrant,description | The terms of this private placement are as follows: $0.004 per share of common stock with a related three year warrant for 40% of each share of common stock purchased at an exercise price of $0.01 per share. | ||||||||||||||||||||
Exercise price per share | $ 0.01 | ||||||||||||||||||||
Proceeds from issuance of shares | $ 7,500 | ||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Special Meeting [Member] | |||||||||||||||||||||
Common stock authorized | 1,000,000,000 | ||||||||||||||||||||
Contingent issuance shares | 480,655,929 | ||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Special Meeting [Member] | |||||||||||||||||||||
Common stock authorized | 2,500,000,000 | ||||||||||||||||||||
Contingent issuance shares | 929,825,933 | ||||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Minimum [Member] | |||||||||||||||||||||
Common stock authorized | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||||||||
Common stock authorized | 2,500,000,000 | 2,500,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Dr.Sung [Member] | |||||||||||||||||||||
Payment of stock option granted | $ 41,500 | ||||||||||||||||||||
One-time separation payment | 20,000 | ||||||||||||||||||||
Accrued salary | $ 14,000 | 14,000 | |||||||||||||||||||
Reimbursements expenses | $ 7,500 | ||||||||||||||||||||
Subsequent Event [Member] | Ms. Lahlou [Member] | |||||||||||||||||||||
Annual compensation | $ 96,000 | ||||||||||||||||||||
Subsequent Event [Member] | June 6, 2016 [Member] | |||||||||||||||||||||
Arbitration amount paid | $ 36,387 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Debenture [Member] | |||||||||||||||||||||
Additional shares of common stock issued | 27,500,000 | ||||||||||||||||||||
Subsequent Event [Member] | Consultants and Board Members [Member] | |||||||||||||||||||||
Additional shares of common stock issued | 264,125,000 | ||||||||||||||||||||
Subsequent Event [Member] | Group 10 Holdings LLC [Member] | OID [Member] | |||||||||||||||||||||
Convertible redeemable note principal amount | $ 80,000 | ||||||||||||||||||||
Percentage of convertible debenture | 20.00% | ||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||||||||
Cash received from note | 15,000 | ||||||||||||||||||||
Subsequent Event [Member] | Eishin, Inc [Member] | |||||||||||||||||||||
Cash received from note | $ 90,000 | ||||||||||||||||||||
Common shares equivalent percentage | 20.10% | ||||||||||||||||||||
Investment | $ 180,000 | ||||||||||||||||||||
Subsequent Event [Member] | Eishin, Inc [Member] | Minimum [Member] | |||||||||||||||||||||
Non-convertible debt | 90,000 | ||||||||||||||||||||
Subsequent Event [Member] | Eishin, Inc [Member] | Maximum [Member] | |||||||||||||||||||||
Non-convertible debt | $ 180,000 | ||||||||||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||
Additional shares of common stock issued | 29,188,403 | ||||||||||||||||||||
Subsequent Event [Member] | Settlement and Assignment Agreement [Member] | |||||||||||||||||||||
Cash received | $ 24,970 | ||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | Typenex [Member] | |||||||||||||||||||||
Amount paid for business agreement | $ 230,000 | ||||||||||||||||||||
Net sales proceeds from the sale of shares issued | 169,000 | ||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||||||||||||||||
Sale of debentures | $ 133,000 | ||||||||||||||||||||
Shares granted | 13,300,000 | ||||||||||||||||||||
Number of shares issued excluding commitment shares | 13,300,000 | ||||||||||||||||||||
Number of common stock shares issued for settle all obligation | 33,900,000 | ||||||||||||||||||||
Percentage of prepayment options | 20.00% | 10.00% | |||||||||||||||||||
Percentage of discount on VWAP | 20.00% | ||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Union Capital LLC [Member] | 7% Convertible Redeemable Note [Member] | |||||||||||||||||||||
Sale of debentures | $ 100,000 | ||||||||||||||||||||
Shares granted | 12,500,000 | ||||||||||||||||||||
Notes maturity date | Jun. 1, 2016 | ||||||||||||||||||||
Convertible redeemable note principal amount | $ 104,000 | ||||||||||||||||||||
Percentage of interest rate | 7.00% | ||||||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||||||
Common stock reserve | 33,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Union Capital LLC [Member] | Prepaid Within Ninety Days [Member] | |||||||||||||||||||||
Percentage of discount on VWAP | 20.00% | ||||||||||||||||||||
Percentage of premium on all principal and interest outstanding | 15.00% | ||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Union Capital LLC [Member] | Prepaid After Ninety Days [Member] | |||||||||||||||||||||
Percentage of premium on all principal and interest outstanding | 30.00% |
Subsequent Events - Schdeule of
Subsequent Events - Schdeule of Discontinued Operations (Details) - Natural Wellness Business [Member] - Subsequent Event [Member] - USD ($) | Apr. 02, 2013 | Mar. 31, 2015 | Mar. 31, 2014 |
Assets of discontinued operations | $ 209,442 | ||
Liabilities of discontinued operations | |||
Revenues | $ 96,161 | ||
Cost of goods sold | 41,802 | ||
Gross profit | 54,359 | ||
General and administrative | $ 178,002 | ||
Impairment of notes receivable | |||
Impairment of license agreements | |||
Impairment of patents | |||
Depreciation and amortization expense | $ 1,757 | ||
Total operating expenses | 179,759 | ||
Loss from discontinued operations | $ (125,400) | ||
Cash | $ 87,894 | ||
Inventory, at cost | 90,987 | ||
Prepaid Expenses | 21,219 | ||
Property and equipment, net | 9,342 | ||
Cash received for sale of inventory | 20,462 | ||
Loss on disposal of continuing operations | $ 229,904 |
Re-Audited Financial Statemen52
Re-Audited Financial Statements (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Impairment of patents | $ (1,791,460) | |
Accumulated deficit | $ (49,243,640) | $ (44,154,684) |
Previously Adjustments [Member] | ||
Impairment of patents | 1,791,460 | |
Deferred acquisition costs | 395,823 | |
Number of stock cancelled during period | $ 8 | |
Number of stock cancelled during period, shares | 775,190 | |
Accumulated deficit | $ 2,187,283 |