Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Aug. 07, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | TAURIGA SCIENCES, INC. | |
Entity Central Index Key | 1,142,790 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,389,637,148 | |
Trading Symbol | TAUG | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash | $ 78,700 | $ 18 |
Investment - available for sale security | 1,875 | 625 |
Prepaid expenses and other current assets | 26,440 | 2,190 |
Total current assets | 107,015 | 2,833 |
Property and equipment, net | 2,459 | 961 |
Total assets | 109,474 | 3,794 |
Current liabilities: | ||
Notes payable to individuals and companies, net of discounts | 615,160 | 579,918 |
Accounts payable | 275,375 | 278,628 |
Accrued interest | 166,153 | 126,156 |
Accrued expenses | 885,549 | 841,499 |
Liability for common stock to be issued | 394,000 | 190,000 |
Total current liabilities | 2,336,237 | 2,016,201 |
Other liabilities: | ||
Contingent liability | 75,000 | 75,000 |
Total other liabilities | 75,000 | 2,091,201 |
Stockholders' deficit: | ||
Common stock, par value $0.00001; 7,500,000,000 and 2,500,000,000 shares authorized, 2,072,881,613 and 1,734,920,049 issued and outstanding at June 30, 2017 and March 31, 2017, respectively | 20,729 | 17,349 |
Additional paid-in capital | 52,896,436 | 52,219,670 |
Accumulated deficit | (54,979,845) | (54,084,093) |
Accumulated other comprehensive loss | (239,083) | (240,333) |
Total stockholders' deficit | (2,301,763) | (2,087,407) |
Total liabilities and stockholders' deficit | $ 109,474 | $ 3,794 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 7,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 2,072,881,613 | 1,734,920,049 |
Common stock, shares outstanding | 2,072,881,613 | 1,734,920,049 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Continuing Operations: | ||
Revenues | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
Research and development | 2,000 | |
General and administrative | 473,889 | 766,810 |
Depreciation and amortization expense | 135 | 6,914 |
Total operating expenses | 476,024 | 773,724 |
Loss from operations | (476,024) | (773,724) |
Other income (expense) | ||
Interest expense | (148,448) | (22,233) |
Loss on extinguishment of debt | (271,280) | (439,067) |
Gain on derivative liability | 271,280 | 439,067 |
Total other income (expense) | (148,448) | (22,233) |
Net loss | (624,472) | (795,957) |
Deemed dividend | (271,280) | (439,067) |
Net loss to common shareholders | (895,752) | (1,235,024) |
Other comprehensive income (loss) | (624,472) | (795,957) |
Change in unrealized gain (loss) on available for sale security | 1,250 | (313) |
Total other comprehensive loss | 1,250 | (313) |
Comprehensive income (loss) | $ (623,222) | $ (796,270) |
Loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 1,850,715,992 | 1,237,862,142 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (624,472) | $ (795,957) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 209,317 | 569,023 |
Amortization of original issue discount | 7,371 | 4,262 |
Depreciation and amortization | 135 | 6,914 |
Non-cash interest | 54,000 | |
Amortization of debt discount | 66 | |
Legal fees deducted from proceeds of notes payable | 10,500 | |
Change in derivative liability | (271,280) | (439,067) |
Loss on extinguishment of debt | 271,280 | 439,067 |
Decrease (increase) in assets | ||
Prepaid expenses | (24,250) | 1,875 |
Increase (decrease) in liabilities | ||
Accounts payable | (3,253) | (16,177) |
Accrued interest | 67,351 | 17,973 |
Accrued expenses | 44,050 | (72,387) |
Cash (used in) operating activities | (259,185) | (284,474) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,633) | |
Cash (used in) investing activities | (1,633) | |
Cash flows from financing activities | ||
Bank overdraft | (1,272) | |
Repayment of principal on notes payable | (40,000) | |
Proceeds from the sale of common stock (including to be issued) | 150,000 | 292,000 |
Proceeds from convertible debentures | 229,500 | |
Cash provided by financing activities | 339,500 | 290,728 |
Foreign currency translation effect | ||
Net increase in cash | 78,682 | 6,254 |
Cash, beginning of period | 18 | |
Cash, end of period | 78,700 | 6,254 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | 19,659 | |
Taxes Paid | ||
NON CASH ITEMS | ||
Conversion of notes payable and accrued interest for common stock | 187,003 | |
Change in value of investment | 1,250 | |
Deemed dividend | 271,280 | 439,067 |
Reclassification of derivative liability | 729,189 | 782,865 |
Recognition of debt discount | $ 12,546 |
Basis of Operations
Basis of Operations | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations | NOTE 1 – BASIS OF OPERATIONS The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the March 31, 2017 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. 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 last recognized revenue in fiscal year 2016 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. Honeywood On March 10, 2014, the Company entered into a definitive agreement to acquire California based Honeywood LLC, developer of a topical medicinal cannabis product, that, at the time. sold in numerous dispensaries across the state of California. This definitive agreement was valid for a period of 120 days and Tauriga advanced to Honeywood $217,000 to be applied towards the final closing requisite cash total and incurred $178,000 in legal fees as of March 31, 2014 in connection with the acquisition. On September 24, 2014 (the “Unwinding Date”), the Company, Honeywood and each of the Honeywood Principals entered into a Termination Agreement (the “Termination Agreement”) to unwind the effects of the Merger (the “Unwinding Transaction”). In accordance with the Termination Agreement, Honeywood agreed to repay to the Company substantially all of the advances made by the Company to Honeywood prior to and after the Merger by delivering to the Company on the Unwinding Date a Secured Promissory Note in the principal amount of $170,000 (the “Note”). The Note bears interest at 6% per annum and is repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. The Note is secured by a blanket security interest in Honeywood’s assets pursuant to a Security Agreement entered into on the Unwinding Date between Honeywood and the Company. As of June 30, 2017, Honeywood has made no payments under the Note and the Company does not expect to receive any payments pursuant to the Note. As a result, the Company has fully reserved this amount and does not reflect it as a receivable on its financial statements. The Company is in negotiations to settle the outstanding receivable in exchange for an equity stake in Honeywood. Pilus Energy 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 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 Company acquired patents from Pilus. As a condition of the acquisition, Pilus was supposed to get one seat on the board of directors, and the shareholders of Pilus received 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 December 22, 2016, the Company, entered in a membership interest transfer agreement with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics” formerly Bacterial Robotics LLC and Microbial Robotics, LLC), whereby the Company sold 80% of its membership interest in Pilus which included the patents. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares (or 23,134,118 warrants) of the Company’s common stock (issued on January 28, 2014). Open Therapeutics will pay 20% of the net profit generated, to the Company from the previous year’s earnings after the initial $75,000 of profit (reflected as a contingent liability on the consolidated balance sheet). The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through June 30, 2017, there has been no activity recorded by Open Therapeutics, LLC with respect to these patents, thus the $75,000 remains contingently owed to them. ColluMauxil On November 15, 2016, the Company announced that it will form a new wholly owned subsidiary focused on the development, marketing and distribution of products that target muscle tension. The subsidiary will be called ColluMauxil Therapeutics LLC (“ColluMauxil”), which is based on the Latin terms for neck relief - “collum” and “auxilium.” The Company has filed for trademarks in association with the business with the United States Patent and Trademark Office. The Company plans to develop, market, distribute and potentially license a broad array of products and technologies that may help individuals who are affected by muscle tension. The Company has already identified potential products and technologies of interest and is actively working towards the goal of creating an innovative product line to launch the business activities of ColluMauxil. The Company believes that one of its most important strengths is its access to and relationships with potentially substantial distribution systems and networks. The Company intends to capitalize on distribution opportunities and will continually update shareholders on such developments. The Company intends on developing a product that specifically targets muscle tension in the neck, shoulder, and upper back. The Company envisions that this product will incorporate a roll-on delivery system (“Roll-On Product”) which is easier to apply to a specific area on the body. The Company also plans to develop a Roll-On Product that incorporates CBD Oil (“Cannabis Oil”), which is a legal alternative to THC oil, and it is available for sale in all states as well as around the world. Cannabis Oil is widely believed to provide relief to individuals who suffer from muscle tension, tenderness, and pain. Both contemplated Roll-On Products will be branded under the ColluMauxil. Cupuacu Butter Lip Balm On December 23, 2016, the Company, entered into a non-exclusive, 12 month, license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN and the two companies will evenly share (“50% / 50%”) any profits through the Company’s marketing, sales, and distribution efforts. The Company will pay the production costs for all product it sells to retail customers or distributors. The Company paid a one-time upfront non-refundable license fee of $9,810 in cash and agreed to an additional payment of common shares of Company stock. The Company agreed to issue and did issue 5,000,000 common shares which had a value of $27,500, based on the closing price of the stock on the day the Company entered into the agreement ($0.005 per share). The cost of the shares will be prorated over the life of the license. The Company further paid $2,190 as a prepaid deposit on future inventory for the purchase of 1,500 units at unit cost of $1.46. As of June 30, 2017, none of the units have been completed therefore the Company has recorded the payment as a prepaid asset. The agreement may be extended for an additional 12 months based on mutual agreement. The two companies reserve the right to request amendment of the License Agreement at any point during the effective duration. On June 27, 2017, the Company wired $20,000 to Ice + Jam as an advanced payment on initial inventory base of 10,000-15,000 units with completed display cases and promotional literature for the contemplated launch as well as marketing and consulting services. The Company has focused its efforts on securing potential distribution channels to the retail marketplace, as well as the improvement of the HERMAN product; inclusive of the label and graphics. The Company plans a mid to late autumn 2017 launch period to capitalize on the potential market demand associated with seasonality. Certain additional risk factors relating to the new business line are further described in Part I, Item 1A “Risk Factors” above in this Annual Report on Form 10-K. Going Concern As indicated in the accompanying condensed consolidated financial statements, the Company has incurred net losses of $624,472 and $795,957 for the three months ended June 30, 2017 and 2016, 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 life science companies and generate adequate revenues, or the agreements entered into recently are unsuccessful, 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. The Company has used $259,185 and $284,474 of cash in operating activities for the three months ended June 30, 2017 and 2016, respectively which is substantially lower than the net loss for these respective years. The Company has continued to use their common stock when able to continue operating. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying condensed 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 condensed 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 | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Condensed Consolidated Financial Statements The condensed 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. Use of Estimates The preparation of the condensed 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. 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 June 30, 2017, the Company had no cash at any financial institution which exceeded the total FDIC insurance 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. The Company had no cash equivalents as of June 30, 2017. Inventory Inventory consisted 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. The Company sold off all of its segments that had inventory during the year ended March 31, 2016. As of June 30, 2017, the Company has prepaid $22,190 for inventory, product design, set-up, consulting and packaging for product which has not been delivered. It is reflected in prepaid expenses on the Condensed Consolidated Balance Sheet. Property and Equipment 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 (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the three months ended June 30, 2017 and 2016 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these periods. 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 on the grant date 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 stockholders’ 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 on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related 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). Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company. 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 $2,000 and $0 for the three months ended June 30, 2017 and 2016. The Company is continually evaluating products and technologies in the natural wellness space, including its focus on muscle tension and its Cupuacu butter lip balm. As the Company investigates and develops relationships in these areas resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of entities. 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 condensed 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 June 30, 2017 and 2016. 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 condensed 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 condensed 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 the fair value of our derivatives are binomial pricing models. 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 (loss). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part 1 of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively as well as corresponding loss on extinguishment of debt in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively. The three instruments affected by this adoption were the May 28, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of May 28, 2016 with Union Capital, LLC which contains an anti-ratchet clause; the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. 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 June 30, 2017. Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” 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 condensed consolidated financial statements. In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” 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 condensed 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 through the date of issuance. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3– PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: June 30, 2017 March 31, 2017 Estimated Life (Unaudited) Computers, office furniture and equipment $ 58,656 $ 57,023 3-5 years Less: accumulated depreciation (56,197 ) (56,062 ) Net $ 2,459 $ 961 Depreciation expense for the three months ended June 30, 2017 and 2016 was $135 and $6,914, respectively. |
Commitment
Commitment | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment | NOTE 4 – COMMITMENT On December 23, 2016, the Company, entered into a non-exclusive, 12 months, license agreement with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). The Company will market Ice + Jam’s proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN. The Company will pay the production costs for all products it sells to retail customers or distributors. The Company further paid $2,190 as a prepaid deposit on future inventory for the purchase of 1,500 units at unit cost of $1.46. As of June 30, 2017, none of the units have been completed therefore the Company has recorded the payment as a prepaid expense. On June 27, 2017, the Company wired $20,000 to Ice + Jam as an advanced payment on initial inventory base of 10,000-15,000 units with completed display cases and promotional literature for the contemplated launch as well as marketing and consulting services. The Company has focused its efforts on securing potential distribution channels to the retail marketplace, as well as the improvement of the HERMAN product; inclusive of the label and graphics. The Company plans a mid to late autumn 2017 launch period to capitalize on the potential market demand associated with seasonality. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5 – INTANGIBLE ASSETS 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. On December 22, 2016, the Company, entered in a membership interest transfer agreement with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics” which was formerly known as Bacterial Robotics LLC and Microbial Robotics, LLC), whereby the Company sold 80% of its membership interest in Pilus which included the patents. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares (or 23,134,118 warrants) of the Company’s common stock (issued on January 28, 2014). Open Therapeutics will pay 20% of the net profit generated, to the Company from the previous year’s earnings after the initial $75,000 of profit (reflected as a contingent liability on the consolidated balance sheet). The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through June 30, 2017, there has been no activity recorded by Open Therapeutics, LLC with respect to these patents, thus the $75,000 remains contingently owed to them. The Company had fully impaired the value of the patents prior to the sale, and the warrants canceled as a result of this transaction was valueless as there is no intrinsic value to them. The Company recorded no gain or loss. Upon Open Therapeutics profitability with respect to this technology, the Company will be the beneficiary of a profit split as noted in the agreement, and will recognize revenue from that in the future. |
Derivative Liabilities Embedded
Derivative Liabilities Embedded in Convertible Notes | 3 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities Embedded in Convertible Notes | NOTE 6 – DERIVATIVE LIABILITIES EMBEDDED IN CONVERTIBLE NOTES 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, which requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt and original issue discount notes payable. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company valued the embedded derivatives using eight steps to determine fair value under ASC 820. (1) Identify the item to be valued and the unit of account. (2) Determine the principal or most advantageous market and the relevant market participants. (3) Select the valuation premise to be used for asset measurements. (4) Consider the risk assumptions applicable to liability measurements. (5) Identify available inputs. (6) Select the appropriate valuation technique(s). (7) Make the measurement. (8) Determine amounts to be recognized and information to be disclosed. With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part 1 of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively as well as corresponding loss on extinguishment of debt in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively. The three instruments affected by this adoption were the May 28, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of May 28, 2016 with Union Capital, LLC which contains an anti-ratchet clause; the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. |
Notes Payable to Individuals an
Notes Payable to Individuals and Companies | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable to Individuals and Companies | NOTE 7 – NOTES PAYABLE TO INDIVIDUALS AND COMPANIES Notes payable to individuals and companies consisted of the following as of: June 30, 2017 (Unaudited) March 31, 2017 Convertible note payable – Union Capital – (May 15) (a) $ 57,450 $ 121,800 Convertible note payable - Group 10 - (Jul 15) (b) 45,780 113,280 Convertible note payable - Group 10 - (Aug 16) (c) - - Convertible note payable - Group 10 - (Nov 16) (d) 45,000 45,000 Convertible note payable - Group 10 - (Mar 17) (e) - - Alternative Strategy Partners PTE Ltd. (f) 90,000 90,000 ADAR Bays -Dec 2016 (g) 39,245 67,045 ADAR Bays -Feb 2017 (h) 27,500 27,500 Eagle Equities, LLC - Jan 2017 (i) 18,000 18,000 Eagle Equities, LLC - Mar 2017 (j) 35,000 35,000 Eagle Equities, LLC - Jun 2017 (k) 35,000 - GS Capital Partners LLC - Apr 2017 (l) 45,000 - GS Capital Partners LLC - May 2017 (m) 45,000 - GS Capital Partners LLC - Jun 2017 (n) 80,000 - Individuals – June 2015 (o) 20,000 20,000 Individuals – Feb to April 2013 (p) 48,775 48,775 Total notes payable and convertible notes 631,750 586,400 Less – discounts (16,590 ) (6,482 ) Less - current portion of these notes (615,160 ) (579,918 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Twelve-month $104,000 convertible note, dated May 28, 2015 bearing interest at the rate of 7% per annum, and having a default rate of 24%. The note matured in May 2016. The Company granted noteholder 12,500,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 50% to $156,000, then increased again another 10% to $171,600. 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. As of June 30, 2017, Union has converted $114,115 of principal and $45,521 of interest of this note. As of June 30, 2017, this note had accrued interest of $76,386. Subsequent to June 30, 2017, the noteholder was issued 26,851,689 common shares at $0.00072 per share, retiring $13,200 of principal and $6,133 of interest. (b) Twelve-month $96,000 convertible note, bearing 20% OID, dated July 14, 2015 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted the noteholder 15,000,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 18% to $113,280. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). As of June 30, 2017, this note had accrued interest of $38,978. On December 6, 2016, Group 10 formally notified the Company of the amount of the default penalty being charged under their default penalty clause. This penalty resulted in the amount of $348,000. The current amount as demanded by the note holder was recorded as interest expense. (c) Twelve-month $48,000 convertible note, with OID in the amount of $8,000, dated August 3, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. For the period of October 1, 2016 to December 5, 2016, the Company was not current with its reporting responsibilities under Section 13 of the Exchange Act and failed to timely file, when due, any SEC reports (10K and 10Q’s) was considered an event of default. Following the occurrence and during the continuance of an event of default, the Company agreed to pay to the holder in the amount equal to one thousand dollars ($1,000) per business day commencing the business day following the date of the event of default. The default penalty of $45,000 for the period of 45 days was settled for 10,000,000 common shares of Company stock ($0.0045 per share). This amount was recorded as interest expense. On November 7, 2016, the holder converted $50,160 ($0.00114 per share) into 44,000,000 common shares. The note had a face value of $48,000 with accrued interest of $2,160. (d) Twelve-month $45,000 convertible note, with OID in the amount of $7,000, dated November 7, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note will mature in November 2017. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. If any event of default occurs, the outstanding principal shall be increased to one hundred eighteen percent (118%) of the outstanding principal. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. As of June 30, 2017, accrued interest was $2,130. (e) Twelve-month $40,000 convertible note with OID in the amount of $5,000 dated March 31, 2017. As additional consideration for the purchase of the note, the Company shall issue 15,000,000 commitment shares. This note bears 12% interest per annum with a default interest rate of 18%. In the event default occurs, the outstanding principal amount of this debenture shall increase to one hundred eighteen percent (118%) of the outstanding principal amount of this debenture. The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrower’s common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. Prepayments after one hundred eighty (180) days but before maturity are subject to the approval of holder. The note was effective as of March 31, 2017 however not funded as of March 31, 2017. Funding occurred April 3, 2017, therefore this amount is not included in the balance of notes payable and there was no accrued interest reflected as of March 31, 2017. On June 26, 2017, the Company settled this note in full for a one-time cash payment in the amount of $59,659. The Company recorded, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. (f) Three-month $180,000 non-convertible note dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. 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 note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but there was never any documentation provided to support this $90,000. The Company is in dispute with the noteholder, and has not recorded this liability as of June 30, 2017 or March 31, 2017. If the proper documentation is provided to the Company, they will record the liability at that time. 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 did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of June 30, 2017, the Company has accrued interest $18,318. (g) Fifty-eight day $60,950 convertible note dated December 19, 2016, with OID in the amount of $7,950 bearing an interest rate of 12% with a default interest rate of 24%. As additional consideration for the purchase of the note, the Company issued the note holder 5,000,000 common shares as commitment shares recorded at a value of $32,000 ($0.0065 per share). The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. Since this note was not paid at maturity, the outstanding principal due under this note increased by 10% to $67,045. This note is further guaranteed by Seth Shaw, Chief Executive Officer of the Company. Mr. Shaw pledged 37,500,000 shares of his Common Stock as collateral for payment obligation under this note. As of June 30, 2017, the Company has accrued interest $4,887. On July 11, 2017, the noteholder was issued 28,864,154 common shares under a notice of conversion to convert $15,000 of principal. (h) Twelve-month $27,500 convertible note dated February 8, 2017, with 10% OID in the amount of $2,500 bearing an interest rate of 8% with a default rate of 24%. The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. As of June 30, 2017, the Company has accrued interest of $856. (i) Twelve-month $18,000 convertible note dated January 27, 2017 bearing an interest rate of 8% with a default interest rate of 24%. The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. Further, if a breach of Company becoming delinquent in its periodic report filings with the Securities and Exchange Commission occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. At June 30, 2017, this note has accrued interest of $608. (j) The first of two-twelve-month convertible notes as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). As additional consideration under this security purchase agreement, the Company issued note holder 16,000,000 shares of restricted common stock valued at $43,200 ($0.0027 per share). Both notes mature on March 20, 2018. On March 22, 2017, the noteholder funded the first note through the direct payment of cash to third parties. The holder of the notes is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 in the form of a direct payment to a third party. On June 15, 2017, the Company was advanced $8,000 towards the second note. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. At June 30, 2017, this note has accrued interest of $783. (k) The second of two-twelve-month convertible notes (back-end note) as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). On June 15, 2017, Eagle Equities advanced the Company $8,000 as part of this back-end note. This back-end convertible note will mature in twelve-months. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 to a third party for administrative services. The holder of the note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. As of June 30, 2017 this note had accrued interest in the amount of $84. (l) One year 8% $45,000 convertible note dated April 27, 2017. This note was funded May 2, 2017. The GS Note has a maturity date of April 27, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. At June 30, 2017, this note has accrued interest of $582. (m) On May 30, 2017, GS Capital Partners, LLC funded a one year 8% $45,000 convertible redeemable note in accordance with a securities purchase agreement dated May 30, 2017. As additional consideration under this security purchase agreement, the Company issued note holder 25,000,000 shares of restricted common stock valued at $30,000 ($0.0012 per share). At June 30, 2017, these shares have not been issued and are reflected as a liability to issue common shares. The GS Note has a maturity date of May 30, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. At June 30, 2017, this note has accrued interest of $306. (n) On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. The noteholder is entitled, at its option, at any time after cash payment, to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a price equal to $0.00125 per share. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Additionally, the Company will issue the noteholder 5,000,000 restricted shares as additional consideration for the purchase of the note as well as 16,000,000 five-year cashless warrants with an exercise price of $0.0035 per share. All the terms set forth, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. During the first six months this Note is in effect, the Company may redeem this note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days this note is in effect, then for an amount equal to 120% of the unpaid principal amount of this note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this note is in effect, but less than the 180th day this note is in effect, then for an amount equal to 133% of the unpaid principal amount of this note along with any accrued interest. This note may not be redeemed after 180 days. This note was funded on June 30, 2017. (o) 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 ($18,000 of which was to a related party). 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 were issued on June 15, 2016. 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 provided 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. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had 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, which the Company has done. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock, which were issued on June 15, 2016 to settle all obligations under these Purchase Agreements with the exception of one individual note holder in the amount of $20,000, which remains outstanding as of June 30, 2017. Accrued interest on this note as of June 30, 2017 is $4,166. (p) Individual notes issued to 6 individuals bearing an interest rate of 8%. These notes were issued from February through April 2013. The notes are convertible into common stock of the Company at $0.025 per share. During the three months and year ended June 30, 2017 and March 31, 2017 no notes were converted to common stock. Accrued interest on these notes as of June 30, 2017 is $17,999. On July 19, 2017, the Company paid an individual note holder to retire a note having a principal balance of $1,000 and accrued interest of $340. Interest expense for the three months ended June 30, 2017 and 2016 was $159,822 and $22,233. Included in interest expense for these years are fees related to default fees and value attributable to commitment fees for the various notes. Accrued interest at June 30, 2017 and March 31, 2017 was $166,153 and $126,156, respectively. |
Related Parties
Related Parties | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 8 – RELATED PARTIES On June 15, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $95,000. This investment is structured as an equity private placement of 76,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes. The shares were issued on August 1, 2017 and the investment was recorded as a share liability as of June 30, 2017. On June 21, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $55,000. This investment is structured as an equity private placement of 44,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes. The shares were issued on August 1, 2017 and the investment was recorded as a share liability as of June 30, 2017. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 – STOCKHOLDERS’ DEFICIT Common Stock As of June 30, 2017, the Company is authorized to issue 7,500,000,000 shares of its common stock. As of June 30, 2017, 2,072,881,613 shares of common stock are outstanding. On April 27, 2017, 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 2,500,000,000 to 7,500,000,000 shares and on May 26, 2017, the Company filed Schedule DEF 14A with the Securities and Exchange Commission calling for a special meeting of the stockholders that was held on June 28, 2017 to approve the amendment. The articles of amendment were filed with the Florida Secretary of State on June 29, 2017. Fiscal Year 2017 During the year ended March 31, 2017, the Company issued 33,900,000 shares of common stock at a value $135,600 ($0.004 per share) to convert notes payable in the amount $113,000 (including a related party note in the amount of $18,000) plus a 20% conversion premium which was recorded as interest expense in the amount $22,600. During the year ended March 31, 2017, the Company issued 104,375,000 shares of common stock ($0.004 per share) for proceeds of $428,500. During the year ended March 31, 2017, the Company issued 197,000,000 shares of common stock for services rendered and to be rendered valued at $816,168 ($0.0029 to $0.0088 per share) which is reflected in stock-based compensation. Value represents contracts entered into with various consultants, with the grant date fair value amortized over the life of the contracts. During the year ended March 31, 2017, the Company issued 63,800,000 shares of common stock for commitment shares to note holders at a value of $378,550 ($0.0027 to $0.01 per share). During the year ended March 31, 2017, the Company issued 100,639,501 shares of common stock to convert principal and interest in the amount of $118,126 ($0.00114 to $0.0012 per share). On November 18, 2016, the Company issued 15,384,615 common shares of Company stock to settle an outstanding payable in the amount of $194,516. The Company recognized a gain on the settlement of this liability in the amount of $94,516, as the shares were valued at $100,000. Fiscal Year 2018 During the three months ended June 30, 2017, the Company issued 337,961,564 common shares at $0.00035 to $0.0012 to holders of convertible notes to retire $159,650 in principal and $27,354 of accrued interest. In connection with some of the consulting agreements and board advisory agreements the Company has entered into, as the following clauses are part of the compensation arrangements: 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. The Company recognized $209,317 and $569,023 in stock based compensation expense related to these agreements in the three months ended June 30, 2017 and 2016, respectively. Warrants for Common Stock The following table summarizes warrant activity for the three months and year ended June 30, 2017 and March 31, 2017: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2016 77,303,529 $ 0.0200 3.49 Years $ 10,050,000 Granted 37,350,000 0.0100 2.44 Years - Expired - - Exercised - - Canceled (23,134,118 ) $ (0.0200 ) $ - Outstanding at March 31, 2017 91,519,411 $ 0.0200 3.16 Years $ - Granted 16,000,000 0.0035 4.99 Years - Expired - - Exercised - - Canceled - - Outstanding and exercisable at June 30, 2017 107,519,411 $ 0.0180 3.22 Years $ - The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Period Ended June 30, 2017 Year Ended March 31, 2017 Volatility 108.6 % 203 % Risk-free rate 1.24 % 0.66 % Dividend - - Expected life of warrants 5.00 2.35 On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. As partial consideration for the purchase of the note the Company granted 16,000,000 five-year cashless warrants with an exercise price of $0.0035 per share. Based on the relative fair value of the warrants, the Company recorded a debt discount of $12,546 on the $80,000 note, which is being amortized over a period of one-year. During the year ended March 31, 2017, the Company entered into Stock Purchase agreements (“SPA’s”) with 20 qualified investors, subsequently issuing 93,375,000 shares of common stock. In accordance with terms of the SPA’s, each investor was awarded 1 Non-cashless Warrant (with a term of 36 months) for every 2.5 shares of stock purchased. The strike price of these warrants is 1 cent per share. The total warrants of 37,350,000 are classified as additional paid in capital. The warrants are classified as equity as they contain no provisions that would enable liability classification. On December 22, 2016, the Company, entered in a membership interest transfer agreement with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics” formerly Bacterial Robotics LLC and Microbial Robotics, LLC), whereby the Company sold 80% of its membership interest in Pilus which included the patents. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares (or 23,134,118 warrants) of the Company’s common stock (issued on January 28, 2014). Open Therapeutics will pay 20% of the net profit generated, to the Company from the previous year’s earnings after the initial $75,000 of profit (reflected as a contingent liability on the consolidated balance sheet). The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through June 30, 2017, there has been no activity recorded by Open Therapeutics, LLC with respect to these patents, thus the $75,000 remains contingently owed to them. 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 three months and year ended June 30, 2017 and March 31, 2017: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2016 10,000,000 $ 0.10 5.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2017 10,000,000 $ 0.10 4.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at June 30, 2017 10,000,000 $ 0.10 4.60 Years $ — |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended |
Jun. 30, 2017 | |
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: June 30, 2017 March 31, 2017 Net operating losses $ 7,914,000 $ 8,479,000 Valuation allowance (7,914,000 ) (8,479,000 ) $ - $ - At June 30, 2017, the Company had a U.S. net operating loss carryforward in the approximate amount of $21 million available to offset future taxable income through 2037. 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 2037. The valuation allowance increased by $565,000 and $809,000 in the three months ended June 30, 2017 and the year ended March 31, 2017, respectively. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and the federal statutory rate for the three months ended June 30, 2017 and 2016 is summarized as follows. 2017 2016 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 | 3 Months Ended |
Jun. 30, 2017 | |
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 is 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 $248,125 and a fair value of $1,875 at June 30, 2017. At March 31, 2017, the unrealized loss was $249,375 and the fair value was $625, respectively. |
Current Litigation
Current Litigation | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Current Litigation | NOTE 12 – CURRENT LITIGATION 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) entitled “Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A. et al”, Case No. 0:15-cv-62334. The case has since been transferred to the United States District Court for the District of New Jersey. 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 is seeking damages against Cowan Gunteski (and its malpractice insurance policy) expected to exceed $4,000,000. 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 based on the engagement letters between the parties. 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 forward with the litigation. 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 liabilities (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 $4,000,000. That figure is expected to continually increase as additional time lapses. On September 29, 2016, the judge presiding over the case approved the ruled on the two outstanding motions filed on June 13, 2016. The motion to transfer the case to United States District Court for the District of New Jersey was approved, however the judge denied the defendants’ motion to dismiss the lawsuit. Depositions have commenced in this case. On May 23, 2017, the Company represented in person by Paul K. Silverberg and Seth M. Shaw at the Trenton Courthouse (New Jersey Federal District Court) sought a trial date and a ruling concerning the Company’s request for assignment of a Jury. On that date, Judge Sheridan assigned the case a trial date of November 6, 2017, however, has not yet rendered a final ruling with respect to assignment of a jury to this trial. The case has been focused most recently on completion of the discovery phase and the Company has been taking numerous depositions and has furnished upon request, the documents requested by plaintiff’s counsel. On June 28, 2017, the judge in the case ruled that the Company’s initial disclosures with respect to its computation of damages claimed are adequate. Pursuant to this ruling the Company produced a sworn statement from an authorized corporate representative confirming that in response to Defendants’ discovery requests it has conducted a diligent and thorough search and produced all of the responsive documents that are within its possession, custody or control. On July 23, 2017, a judge approved the motion for a jury trial scheduled to begin on November 14, 2017 The Company has previously disclosed that it is seeking in excess of $4,000,000 in monetary damages at trial. While the specific details are strictly confidential, the Company has recently held a new round of settlement talks with plaintiff and malpractice insurance provider. These discussions may continue up till the trial date. The Company cannot predict whether or not the case will settle prior to trial. Lawsuit with Crystal Research Associates On December 9, 2015, Crystal Research Associates served the Company with a Lawsuit (filed in Supreme Court of the State of New York - County of New York) (Index No. 161962/2015), alleging that the Company owed to Crystal Research a total of $48,000. This money that Crystal Research alleged was owed is related to a March 13, 2014 “Public Relations Services” contract entered into by the Company’s previous CEO, Dr. Stella M. Sung. On July 14, 2017 the Company agreed to settle under agreed upon terms whereby the Company agrees to pay to the plaintiff the sum of $31,450 in cash plus 11,000,000 shares of common stock (6 month Restricted Shares) of the Company. Cash payments will be paid as follows: $8,000 due immediately upon signing of this agreement; thereafter, due on or before August 15, 2017 and on or before the 15th of each successive month, for the 7 months, the sum of $3,350 per month. It is agreed that no interest shall accrue provided all payments are made timely. Defendant(s) agrees that upon default of any terms hereof and upon five (5) days written notice to the defendant’s attorney, judgment may be entered by the clerk of this court, for the relief amount sought in the complaint of $48,000, minus any payments made pursuant to this stipulation, plus interest from September 13, 2014, attorney’s fees, costs and disbursements. The shares were issued in July 2017 and the payments are current. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 13 – FAIR VALUE MEASUREMENTS The following summarizes the company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2017 and March 31, 2017: June 30, 2017 (Unaudited) Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 1,875 $ — $ — $ 1,875 March 31, 2017 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 625 $ — $ — $ 625 With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Common Stock Issuances Subsequent to June 30, 2017, the Company issued additional shares of common stock as follows: (i) 130,000,000 shares in connection with the Company’s stock purchase agreements; (ii) 24,000,000 shares in connection with settlement agreements; (iii) 24,750,000 shares to consultants; (iv) 20,000,000 shares to the Chief Financial Officer; (v) 45,000,000 shares for commitment shares relative to convertible note issued; and (vi) 73,005,535 shares to convert convertible note principal and interest. Convertible Notes On July 19, 2017, the Company paid an individual note holder to retire a note having a principal balance of $1,000 and accrued interest of $340. Legal Matters Lawsuit with Crystal Research Associates On July 14, 2017 the Company agreed to settle under agreed upon terms whereby the Company agrees to pay to the plaintiff the sum of $31,450 in cash plus 11,000,000 shares of common stock (6 month Restricted Shares) of the Company. Cash payments will be paid as follows: $8,000 due immediately upon signing of this agreement; thereafter, due on or before August 15, 2017 and on or before the 15th of each successive month, for the 7 months, the sum of $3,350 per month. It is agreed that no interest shall accrue provided all payments are made timely. Defendant(s) agrees that upon default of any terms hereof and upon five (5) days written notice to the defendant’s attorney, judgment may be entered by the clerk of this court, for the relief amount sought in the complaint of $48,000, minus any payments made pursuant to this stipulation, plus interest from September 13, 2014, attorney’s fees, costs and disbursements. The shares were issued in July 2017 and the payments are current. Lawsuit Filed Against Cowan Gunteski & Co. PA On July 23, 2017, a judge approved the motion for a jury trial scheduled to begin on November 14, 2017. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The condensed 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. |
Use of Estimates | Use of Estimates The preparation of the condensed 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. |
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 stockholders’ 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 June 30, 2017, the Company had no cash at any financial institution which exceeded the total FDIC insurance 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. The Company had no cash equivalents as of June 30, 2017. |
Inventory | Inventory Inventory consisted 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. The Company sold off all of its segments that had inventory during the year ended March 31, 2016. As of June 30, 2017, the Company has prepaid $22,190 for inventory, product design, set-up, consulting and packaging for product which has not been delivered. It is reflected in prepaid expenses on the Condensed Consolidated Balance Sheet. |
Property and Equipment | Property and Equipment 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 (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the three months ended June 30, 2017 and 2016 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these periods. |
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 on the grant date 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 stockholders’ 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 on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related 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). |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company. |
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 $2,000 and $0 for the three months ended June 30, 2017 and 2016. The Company is continually evaluating products and technologies in the natural wellness space, including its focus on muscle tension and its Cupuacu butter lip balm. As the Company investigates and develops relationships in these areas resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of entities. |
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 condensed 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 June 30, 2017 and 2016. 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 condensed 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 condensed 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 the fair value of our derivatives are binomial pricing models. 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 (loss). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date. The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated. For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part 1 of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively as well as corresponding loss on extinguishment of debt in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 and $439,067 for the three months ended June 30, 2017 and 2016, respectively. The three instruments affected by this adoption were the May 28, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of May 28, 2016 with Union Capital, LLC which contains an anti-ratchet clause; the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. |
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 June 30, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” 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 condensed consolidated financial statements. In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” 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 condensed 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 through the date of issuance. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: June 30, 2017 March 31, 2017 Estimated Life (Unaudited) Computers, office furniture and equipment $ 58,656 $ 57,023 3-5 years Less: accumulated depreciation (56,197 ) (56,062 ) Net $ 2,459 $ 961 |
Notes Payable to Individuals 22
Notes Payable to Individuals and Companies (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Individuals and Companies | Notes payable to individuals and companies consisted of the following as of: June 30, 2017 (Unaudited) March 31, 2017 Convertible note payable – Union Capital – (May 15) (a) $ 57,450 $ 121,800 Convertible note payable - Group 10 - (Jul 15) (b) 45,780 113,280 Convertible note payable - Group 10 - (Aug 16) (c) - - Convertible note payable - Group 10 - (Nov 16) (d) 45,000 45,000 Convertible note payable - Group 10 - (Mar 17) (e) - - Alternative Strategy Partners PTE Ltd. (f) 90,000 90,000 ADAR Bays -Dec 2016 (g) 39,245 67,045 ADAR Bays -Feb 2017 (h) 27,500 27,500 Eagle Equities, LLC - Jan 2017 (i) 18,000 18,000 Eagle Equities, LLC - Mar 2017 (j) 35,000 35,000 Eagle Equities, LLC - Jun 2017 (k) 35,000 - GS Capital Partners LLC - Apr 2017 (l) 45,000 - GS Capital Partners LLC - May 2017 (m) 45,000 - GS Capital Partners LLC - Jun 2017 (n) 80,000 - Individuals – June 2015 (o) 20,000 20,000 Individuals – Feb to April 2013 (p) 48,775 48,775 Total notes payable and convertible notes 631,750 586,400 Less – discounts (16,590 ) (6,482 ) Less - current portion of these notes (615,160 ) (579,918 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Twelve-month $104,000 convertible note, dated May 28, 2015 bearing interest at the rate of 7% per annum, and having a default rate of 24%. The note matured in May 2016. The Company granted noteholder 12,500,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 50% to $156,000, then increased again another 10% to $171,600. 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. As of June 30, 2017, Union has converted $114,115 of principal and $45,521 of interest of this note. As of June 30, 2017, this note had accrued interest of $76,386. Subsequent to June 30, 2017, the noteholder was issued 26,851,689 common shares at $0.00072 per share, retiring $13,200 of principal and $6,133 of interest. (b) Twelve-month $96,000 convertible note, bearing 20% OID, dated July 14, 2015 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted the noteholder 15,000,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 18% to $113,280. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). As of June 30, 2017, this note had accrued interest of $38,978. On December 6, 2016, Group 10 formally notified the Company of the amount of the default penalty being charged under their default penalty clause. This penalty resulted in the amount of $348,000. The current amount as demanded by the note holder was recorded as interest expense. (c) Twelve-month $48,000 convertible note, with OID in the amount of $8,000, dated August 3, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. For the period of October 1, 2016 to December 5, 2016, the Company was not current with its reporting responsibilities under Section 13 of the Exchange Act and failed to timely file, when due, any SEC reports (10K and 10Q’s) was considered an event of default. Following the occurrence and during the continuance of an event of default, the Company agreed to pay to the holder in the amount equal to one thousand dollars ($1,000) per business day commencing the business day following the date of the event of default. The default penalty of $45,000 for the period of 45 days was settled for 10,000,000 common shares of Company stock ($0.0045 per share). This amount was recorded as interest expense. On November 7, 2016, the holder converted $50,160 ($0.00114 per share) into 44,000,000 common shares. The note had a face value of $48,000 with accrued interest of $2,160. (d) Twelve-month $45,000 convertible note, with OID in the amount of $7,000, dated November 7, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note will mature in November 2017. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. If any event of default occurs, the outstanding principal shall be increased to one hundred eighteen percent (118%) of the outstanding principal. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. As of June 30, 2017, accrued interest was $2,130. (e) Twelve-month $40,000 convertible note with OID in the amount of $5,000 dated March 31, 2017. As additional consideration for the purchase of the note, the Company shall issue 15,000,000 commitment shares. This note bears 12% interest per annum with a default interest rate of 18%. In the event default occurs, the outstanding principal amount of this debenture shall increase to one hundred eighteen percent (118%) of the outstanding principal amount of this debenture. The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrower’s common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. Prepayments after one hundred eighty (180) days but before maturity are subject to the approval of holder. The note was effective as of March 31, 2017 however not funded as of March 31, 2017. Funding occurred April 3, 2017, therefore this amount is not included in the balance of notes payable and there was no accrued interest reflected as of March 31, 2017. On June 26, 2017, the Company settled this note in full for a one-time cash payment in the amount of $59,659. The Company recorded, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. (f) Three-month $180,000 non-convertible note dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. 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 note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but there was never any documentation provided to support this $90,000. The Company is in dispute with the noteholder, and has not recorded this liability as of June 30, 2017 or March 31, 2017. If the proper documentation is provided to the Company, they will record the liability at that time. 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 did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of June 30, 2017, the Company has accrued interest $18,318. (g) Fifty-eight day $60,950 convertible note dated December 19, 2016, with OID in the amount of $7,950 bearing an interest rate of 12% with a default interest rate of 24%. As additional consideration for the purchase of the note, the Company issued the note holder 5,000,000 common shares as commitment shares recorded at a value of $32,000 ($0.0065 per share). The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. Since this note was not paid at maturity, the outstanding principal due under this note increased by 10% to $67,045. This note is further guaranteed by Seth Shaw, Chief Executive Officer of the Company. Mr. Shaw pledged 37,500,000 shares of his Common Stock as collateral for payment obligation under this note. As of June 30, 2017, the Company has accrued interest $4,887. On July 11, 2017, the noteholder was issued 28,864,154 common shares under a notice of conversion to convert $15,000 of principal. (h) Twelve-month $27,500 convertible note dated February 8, 2017, with 10% OID in the amount of $2,500 bearing an interest rate of 8% with a default rate of 24%. The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. As of June 30, 2017, the Company has accrued interest of $856. (i) Twelve-month $18,000 convertible note dated January 27, 2017 bearing an interest rate of 8% with a default interest rate of 24%. The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. Further, if a breach of Company becoming delinquent in its periodic report filings with the Securities and Exchange Commission occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. At June 30, 2017, this note has accrued interest of $608. (j) The first of two-twelve-month convertible notes as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). As additional consideration under this security purchase agreement, the Company issued note holder 16,000,000 shares of restricted common stock valued at $43,200 ($0.0027 per share). Both notes mature on March 20, 2018. On March 22, 2017, the noteholder funded the first note through the direct payment of cash to third parties. The holder of the notes is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 in the form of a direct payment to a third party. On June 15, 2017, the Company was advanced $8,000 towards the second note. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. At June 30, 2017, this note has accrued interest of $783. (k) The second of two-twelve-month convertible notes (back-end note) as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). On June 15, 2017, Eagle Equities advanced the Company $8,000 as part of this back-end note. This back-end convertible note will mature in twelve-months. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 to a third party for administrative services. The holder of the note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. As of June 30, 2017 this note had accrued interest in the amount of $84. (l) One year 8% $45,000 convertible note dated April 27, 2017. This note was funded May 2, 2017. The GS Note has a maturity date of April 27, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. At June 30, 2017, this note has accrued interest of $582. (m) On May 30, 2017, GS Capital Partners, LLC funded a one year 8% $45,000 convertible redeemable note in accordance with a securities purchase agreement dated May 30, 2017. As additional consideration under this security purchase agreement, the Company issued note holder 25,000,000 shares of restricted common stock valued at $30,000 ($0.0012 per share). At June 30, 2017, these shares have not been issued and are reflected as a liability to issue common shares. The GS Note has a maturity date of May 30, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. At June 30, 2017, this note has accrued interest of $306. (n) On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. The noteholder is entitled, at its option, at any time after cash payment, to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a price equal to $0.00125 per share. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Additionally, the Company will issue the noteholder 5,000,000 restricted shares as additional consideration for the purchase of the note as well as 16,000,000 five-year cashless warrants with an exercise price of $0.0035 per share. All the terms set forth, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. During the first six months this Note is in effect, the Company may redeem this note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days this note is in effect, then for an amount equal to 120% of the unpaid principal amount of this note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this note is in effect, but less than the 180th day this note is in effect, then for an amount equal to 133% of the unpaid principal amount of this note along with any accrued interest. This note may not be redeemed after 180 days. This note was funded on June 30, 2017. (o) 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 ($18,000 of which was to a related party). 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 were issued on June 15, 2016. 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 provided 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. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had 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, which the Company has done. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock, which were issued on June 15, 2016 to settle all obligations under these Purchase Agreements with the exception of one individual note holder in the amount of $20,000, which remains outstanding as of June 30, 2017. Accrued interest on this note as of June 30, 2017 is $4,166. (p) Individual notes issued to 6 individuals bearing an interest rate of 8%. These notes were issued from February through April 2013. The notes are convertible into common stock of the Company at $0.025 per share. During the three months and year ended June 30, 2017 and March 31, 2017 no notes were converted to common stock. Accrued interest on these notes as of June 30, 2017 is $17,999. On July 19, 2017, the Company paid an individual note holder to retire a note having a principal balance of $1,000 and accrued interest of $340. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Schedule of Warrants Activity | The following table summarizes warrant activity for the three months and year ended June 30, 2017 and March 31, 2017: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2016 77,303,529 $ 0.0200 3.49 Years $ 10,050,000 Granted 37,350,000 0.0100 2.44 Years - Expired - - Exercised - - Canceled (23,134,118 ) $ (0.0200 ) $ - Outstanding at March 31, 2017 91,519,411 $ 0.0200 3.16 Years $ - Granted 16,000,000 0.0035 4.99 Years - Expired - - Exercised - - Canceled - - Outstanding and exercisable at June 30, 2017 107,519,411 $ 0.0180 3.22 Years $ - | |
Schedule of Stock Options Activity | The following table summarizes option activity for the three months and year ended June 30, 2017 and March 31, 2017: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2016 10,000,000 $ 0.10 5.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2017 10,000,000 $ 0.10 4.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at June 30, 2017 10,000,000 $ 0.10 4.60 Years $ — | |
Warrants [Member] | ||
Schedule of Warrants Assumptions Under Black-Scholes Pricing Model | The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Period Ended June 30, 2017 Year Ended March 31, 2017 Volatility 108.6 % 203 % Risk-free rate 1.24 % 0.66 % Dividend - - Expected life of warrants 5.00 2.35 | |
Stock Options [Member] | ||
Schedule of Warrants 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) | 3 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following: June 30, 2017 March 31, 2017 Net operating losses $ 7,914,000 $ 8,479,000 Valuation allowance (7,914,000 ) (8,479,000 ) $ - $ - |
Schedule of Reconciliation of Effective Tax Rate as Percentage of Income before Taxes and Federal Statutory Rate | A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and the federal statutory rate for the three months ended June 30, 2017 and 2016 is summarized as follows. 2017 2016 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) | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following summarizes the company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2017 and March 31, 2017: June 30, 2017 (Unaudited) Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 1,875 $ — $ — $ 1,875 March 31, 2017 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 625 $ — $ — $ 625 |
Basis of Operations (Details Na
Basis of Operations (Details Narrative) - USD ($) | Jun. 27, 2017 | Jun. 08, 2017 | Dec. 23, 2016 | Sep. 24, 2014 | Mar. 31, 2014 | Jan. 28, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 22, 2016 | Mar. 10, 2014 |
Legal fees | $ 2,000 | $ 10,500 | |||||||||
Issuance warrants to purchase 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 | ||||||||||
Business acquisition of common stock | 100,000,000 | ||||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||||
Prepaid deposit | $ 2,190 | ||||||||||
License agreement extended term | 12 months | ||||||||||
Prepaid inventory | $ 20,000 | $ 22,190 | |||||||||
Initial inventory base description | inventory base of 10,000-15,000 units | ||||||||||
Net loss | 624,472 | 795,957 | |||||||||
Cash in operating activities | 259,185 | $ 284,474 | |||||||||
Definitive Agreement [Member] | Honeywood LLC [Member] | |||||||||||
Cash advanced to related party | $ 217,000 | ||||||||||
Legal fees | $ 178,000 | ||||||||||
Termination Agreement [Member] | Honeywood LLC [Member] | |||||||||||
Secured promissory note principal amount | $ 170,000 | ||||||||||
Note bears interest rate per annum | 6.00% | ||||||||||
Note repayable date | repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016 | ||||||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | |||||||||||
Issuance warrants to purchase of common stock | 28,917,647 | ||||||||||
Percentage of membership interest sold | 80.00% | ||||||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | ||||||||||
Percentage of net profit generated | 20.00% | ||||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||||
Percentage of vote membership interest | 20.00% | ||||||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | Warrants [Member] | |||||||||||
Issuance warrants to purchase of common stock | 23,134,118 | ||||||||||
License Agreement [Member] | |||||||||||
Profit sharing description | Under terms of the License Agreement, the Company will market Ice + Jams proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN and the two companies will evenly share (50% / 50%) any profits through the Companys marketing, sales, and distribution efforts. | ||||||||||
One-time upfront non-refundable license fee | $ 9,810 | ||||||||||
Number of common stock shares issued | 5,000,000 | ||||||||||
Common stock shares issued value | $ 27,500 | ||||||||||
Shares issued price per share | $ 0.005 | ||||||||||
Prepaid deposit | $ 2,190 | ||||||||||
Inventory purchase units | 1,500 | ||||||||||
Inventory purchase units cost | $ 1.46 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | May 28, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 27, 2017 | Nov. 07, 2016 | Jul. 14, 2015 |
Cash FDIC insured amount | $ 250,000 | |||||
Prepaid inventory | 22,190 | $ 20,000 | ||||
Research and development costs | 2,000 | |||||
Gain on derivative liability | 271,280 | 439,067 | ||||
Loss on extinguishment of debt | (271,280) | (439,067) | ||||
Deemed dividend | $ 271,280 | $ 439,067 | ||||
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member] | ||||||
Debt, interest rate | 12.00% | |||||
Convertible redeemable debt principal amount | $ 45,000 | |||||
Original issue of discount | $ 7,000 | |||||
Union Capital [Member] | 7% Convertible Redeemable Note [Member] | ||||||
Debt, interest rate | 7.00% | |||||
Convertible redeemable debt principal amount | $ 104,000 | |||||
Convertible redeemable debt maturity date | May 28, 2016 | |||||
Group 10 Holdings LLC [Member] | 12% Convertible Redeemable Note [Member] | ||||||
Debt, interest rate | 12.00% | |||||
Convertible redeemable debt principal amount | $ 96,000 | |||||
Original issue of discount | $ 16,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 135 | $ 6,914 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Computers, office furniture and equipment | $ 58,656 | $ 57,023 | |
Less: accumulated depreciation | (56,197) | (56,062) | |
Net | $ 2,459 | $ 961 | |
Minimum [Member] | Computers, Office Furniture And Equipment [Member] | |||
Property and equipment useful life | 3 years | ||
Maximum [Member] | Computers, Office Furniture And Equipment [Member] | |||
Property and equipment useful life | 5 years |
Commitment (Details Narrative)
Commitment (Details Narrative) | Jun. 27, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 23, 2016USD ($)units$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |||
Prepaid deposit | $ 2,190 | ||
Number of units purchased | units | 1,500 | ||
Per unit cost | $ / shares | $ 1.46 | ||
Prepaid inventory | $ 20,000 | $ 22,190 | |
Initial inventory base description | inventory base of 10,000-15,000 units |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 22, 2016 | Jan. 28, 2014 |
Issuance warrants to purchase of common stock | 100,000,000 | |||
Contingent liability | $ 75,000 | $ 75,000 | ||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | ||||
Membership interest percentage | 80.00% | |||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | |||
Issuance warrants to purchase of common stock | 28,917,647 | |||
Percentage of net profit generated | 20.00% | |||
Contingent liability | $ 75,000 | $ 75,000 | ||
Percentage of vote membership interest | 20.00% | |||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | Warrants [Member] | ||||
Issuance warrants to purchase of common stock | 23,134,118 |
Derivative Liabilities Embedd32
Derivative Liabilities Embedded in Convertible Notes (Details Narrative) - USD ($) | May 28, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Nov. 07, 2016 | Jul. 14, 2015 |
Gain on derivative liability | $ 271,280 | $ 439,067 | |||
Loss on extinguishment of debt | (271,280) | (439,067) | |||
Deemed dividend | $ 271,280 | $ 439,067 | |||
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member] | |||||
Debt, interest rate | 12.00% | ||||
Convertible redeemable debt principal amount | $ 45,000 | ||||
Original issue of discount | $ 7,000 | ||||
Union Capital [Member] | 7% Convertible Redeemable Note [Member] | |||||
Debt, interest rate | 7.00% | ||||
Convertible redeemable debt principal amount | $ 104,000 | ||||
Convertible redeemable debt maturity date | May 28, 2016 | ||||
Group 10 Holdings LLC [Member] | 12% Convertible Redeemable Note [Member] | |||||
Debt, interest rate | 12.00% | ||||
Convertible redeemable debt principal amount | $ 96,000 | ||||
Original issue of discount | $ 16,000 |
Notes Payable to Individuals 33
Notes Payable to Individuals and Companies (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Interest expense | $ 159,822 | $ 22,233 | |
Accrued interest | $ 166,153 | $ 126,156 |
Notes Payable to Individuals 34
Notes Payable to Individuals and Companies - Schedule of Notes Payable to Individuals and Companies (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | |
Total notes payable and convertible notes | $ 631,750 | $ 586,400 | |
Less - discounts | (16,590) | (6,482) | |
Less - current portion of these notes | (615,160) | (579,918) | |
Total notes payable and convertible notes, net discounts | |||
Convertible Note Payable - Union Capital - (May 15) [Member] | |||
Total notes payable and convertible notes | [1] | 57,450 | 121,800 |
Convertible Note Payable - Group 10 - (Jul 15) [Member] | |||
Total notes payable and convertible notes | [2] | 45,780 | 113,280 |
Convertible Note Payable - Group 10 - (Aug 16) [Member] | |||
Total notes payable and convertible notes | [3] | ||
Convertible Note Payable - Group 10 - (Nov 16) [Member] | |||
Total notes payable and convertible notes | [4] | 45,000 | 45,000 |
Convertible Note Payable - Group 10 - (Mar 17) [Member] | |||
Total notes payable and convertible notes | [5] | ||
Alternative Strategy Partners PTE Ltd. [Member] | |||
Total notes payable and convertible notes | [6] | 90,000 | 90,000 |
ADAR Bays -Dec 2016 [Member] | |||
Total notes payable and convertible notes | [7] | 39,245 | 67,045 |
ADAR Bays -Feb 2017 [Member] | |||
Total notes payable and convertible notes | [8] | 27,500 | 27,500 |
Eagle Equities, LLC - Jan 2017 [Member] | |||
Total notes payable and convertible notes | [9] | 18,000 | 18,000 |
Eagle Equities, LLC - Mar 2017 [Member] | |||
Total notes payable and convertible notes | [10] | 35,000 | 35,000 |
Eagle Equities, LLC - Jun 2017 [Member] | |||
Total notes payable and convertible notes | [11] | 35,000 | |
GS Capital Partners LLC - Apr 2017 [Member] | |||
Total notes payable and convertible notes | [12] | 45,000 | |
GS Capital Partners LLC - May 2017 [Member] | |||
Total notes payable and convertible notes | [13] | 45,000 | |
GS Capital Partners LLC - Jun 2017 [Member] | |||
Total notes payable and convertible notes | [14] | 80,000 | |
Individuals - June 2015 [Member] | |||
Total notes payable and convertible notes | [15] | 20,000 | 20,000 |
Individuals - Feb to April 2013 [Member] | |||
Total notes payable and convertible notes | [16] | $ 48,775 | $ 48,775 |
[1] | Twelve-month $104,000 convertible note, dated May 28, 2015 bearing interest at the rate of 7% per annum, and having a default rate of 24%. The note matured in May 2016. The Company granted noteholder 12,500,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 50% to $156,000, then increased again another 10% to $171,600. 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. As of June 30, 2017, Union has converted $114,115 of principal and $45,521 of interest of this note. As of June 30, 2017, this note had accrued interest of $76,386. Subsequent to June 30, 2017, the noteholder was issued 26,851,689 common shares at $0.00072 per share, retiring $13,200 of principal and $6,133 of interest. | ||
[2] | Twelve-month $96,000 convertible note, bearing 20% OID, dated July 14, 2015 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted the noteholder 15,000,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 18% to $113,280. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). As of June 30, 2017, this note had accrued interest of $38,978. On December 6, 2016, Group 10 formally notified the Company of the amount of the default penalty being charged under their default penalty clause. This penalty resulted in the amount of $348,000. The current amount as demanded by the note holder was recorded as interest expense. | ||
[3] | Twelve-month $48,000 convertible note, with OID in the amount of $8,000, dated August 3, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. For the period of October 1, 2016 to December 5, 2016, the Company was not current with its reporting responsibilities under Section 13 of the Exchange Act and failed to timely file, when due, any SEC reports (10K and 10Q’s) was considered an event of default. Following the occurrence and during the continuance of an event of default, the Company agreed to pay to the holder in the amount equal to one thousand dollars ($1,000) per business day commencing the business day following the date of the event of default. The default penalty of $45,000 for the period of 45 days was settled for 10,000,000 common shares of Company stock ($0.0045 per share). This amount was recorded as interest expense. On November 7, 2016, the holder converted $50,160 ($0.00114 per share) into 44,000,000 common shares. The note had a face value of $48,000 with accrued interest of $2,160. | ||
[4] | Twelve-month $45,000 convertible note, with OID in the amount of $7,000, dated November 7, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note will mature in November 2017. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. If any event of default occurs, the outstanding principal shall be increased to one hundred eighteen percent (118%) of the outstanding principal. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. As of June 30, 2017, accrued interest was $2,130. | ||
[5] | Twelve-month $40,000 convertible note with OID in the amount of $5,000 dated March 31, 2017. As additional consideration for the purchase of the note, the Company shall issue 15,000,000 commitment shares. This note bears 12% interest per annum with a default interest rate of 18%. In the event default occurs, the outstanding principal amount of this debenture shall increase to one hundred eighteen percent (118%) of the outstanding principal amount of this debenture. The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrower’s common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. Prepayments after one hundred eighty (180) days but before maturity are subject to the approval of holder. The note was effective as of March 31, 2017 however not funded as of March 31, 2017. Funding occurred April 3, 2017, therefore this amount is not included in the balance of notes payable and there was no accrued interest reflected as of March 31, 2017. On June 26, 2017, the Company settled this note in full for a one-time cash payment in the amount of $59,659. The Company recorded, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. | ||
[6] | Three-month $180,000 non-convertible note dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. 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 note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but there was never any documentation provided to support this $90,000. The Company is in dispute with the noteholder, and has not recorded this liability as of June 30, 2017 or March 31, 2017. If the proper documentation is provided to the Company, they will record the liability at that time. 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 did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of June 30, 2017, the Company has accrued interest $18,318. | ||
[7] | Fifty-eight day $60,950 convertible note dated December 19, 2016, with OID in the amount of $7,950 bearing an interest rate of 12% with a default interest rate of 24%. As additional consideration for the purchase of the note, the Company issued the note holder 5,000,000 common shares as commitment shares recorded at a value of $32,000 ($0.0065 per share). The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. Since this note was not paid at maturity, the outstanding principal due under this note increased by 10% to $67,045. This note is further guaranteed by Seth Shaw, Chief Executive Officer of the Company. Mr. Shaw pledged 37,500,000 shares of his Common Stock as collateral for payment obligation under this note. As of June 30, 2017, the Company has accrued interest $4,887. On July 11, 2017, the noteholder was issued 28,864,154 common shares under a notice of conversion to convert $15,000 of principal. | ||
[8] | Twelve-month $27,500 convertible note dated February 8, 2017, with 10% OID in the amount of $2,500 bearing an interest rate of 8% with a default rate of 24%. The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. As of June 30, 2017, the Company has accrued interest of $856. | ||
[9] | Twelve-month $18,000 convertible note dated January 27, 2017 bearing an interest rate of 8% with a default interest rate of 24%. The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. Further, if a breach of Company becoming delinquent in its periodic report filings with the Securities and Exchange Commission occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. At June 30, 2017, this note has accrued interest of $608. | ||
[10] | The first of two-twelve-month convertible notes as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). As additional consideration under this security purchase agreement, the Company issued note holder 16,000,000 shares of restricted common stock valued at $43,200 ($0.0027 per share). Both notes mature on March 20, 2018. On March 22, 2017, the noteholder funded the first note through the direct payment of cash to third parties. The holder of the notes is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 in the form of a direct payment to a third party. On June 15, 2017, the Company was advanced $8,000 towards the second note. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. At June 30, 2017, this note has accrued interest of $783. | ||
[11] | The second of two-twelve-month convertible notes (back-end note) as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). On June 15, 2017, Eagle Equities advanced the Company $8,000 as part of this back-end note. This back-end convertible note will mature in twelve-months. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 to a third party for administrative services. The holder of the note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. As of June 30, 2017 this note had accrued interest in the amount of $84. | ||
[12] | One year 8% $45,000 convertible note dated April 27, 2017. This note was funded May 2, 2017. The GS Note has a maturity date of April 27, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. At June 30, 2017, this note has accrued interest of $582. | ||
[13] | On May 30, 2017, GS Capital Partners, LLC funded a one year 8% $45,000 convertible redeemable note in accordance with a securities purchase agreement dated May 30, 2017. As additional consideration under this security purchase agreement, the Company issued note holder 25,000,000 shares of restricted common stock valued at $30,000 ($0.0012 per share). At June 30, 2017, these shares have not been issued and are reflected as a liability to issue common shares. The GS Note has a maturity date of May 30, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. At June 30, 2017, this note has accrued interest of $306. | ||
[14] | On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. The noteholder is entitled, at its option, at any time after cash payment, to convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a price equal to $0.00125 per share. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Additionally, the Company will issue the noteholder 5,000,000 restricted shares as additional consideration for the purchase of the note as well as 16,000,000 five-year cashless warrants with an exercise price of $0.0035 per share. All the terms set forth, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. During the first six months this Note is in effect, the Company may redeem this note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days this note is in effect, then for an amount equal to 120% of the unpaid principal amount of this note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this note is in effect, but less than the 180th day this note is in effect, then for an amount equal to 133% of the unpaid principal amount of this note along with any accrued interest. This note may not be redeemed after 180 days. This note was funded on June 30, 2017. | ||
[15] | 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 ($18,000 of which was to a related party). 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 were issued on June 15, 2016. 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 provided 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. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had 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, which the Company has done. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock, which were issued on June 15, 2016 to settle all obligations under these Purchase Agreements with the exception of one individual note holder in the amount of $20,000, which remains outstanding as of June 30, 2017. Accrued interest on this note as of June 30, 2017 is $4,166. | ||
[16] | Individual notes issued to 6 individuals bearing an interest rate of 8%. These notes were issued from February through April 2013. The notes are convertible into common stock of the Company at $0.025 per share. During the three months and year ended June 30, 2017 and March 31, 2017 no notes were converted to common stock. Accrued interest on these notes as of June 30, 2017 is $17,999. On July 19, 2017, the Company paid an individual note holder to retire a note having a principal balance of $1,000 and accrued interest of $340. |
Notes Payable to Individuals 35
Notes Payable to Individuals and Companies - Schedule of Notes Payable to Individuals and Companies (Details) (Parenthetical) - USD ($) | Jun. 30, 2017 | Jun. 27, 2017 | Jun. 26, 2017 | Jun. 15, 2017 | Jun. 08, 2017 | May 30, 2017 | Apr. 27, 2017 | Mar. 20, 2017 | Mar. 20, 2017 | Feb. 08, 2017 | Jan. 27, 2017 | Dec. 19, 2016 | Nov. 07, 2016 | Aug. 03, 2016 | Jun. 15, 2016 | Sep. 23, 2015 | Jul. 14, 2015 | Jun. 01, 2015 | May 28, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 30, 2013 | Jun. 30, 2017 | Mar. 31, 2017 |
Debt instruments conversion into share | 26,851,689 | |||||||||||||||||||||||
Principal converted value | $ 114,115 | |||||||||||||||||||||||
Debt interest | 45,521 | |||||||||||||||||||||||
Accrued interest | $ 76,386 | 76,386 | $ 76,386 | |||||||||||||||||||||
Debt interest converted into shares | $ 13,200 | |||||||||||||||||||||||
Debt conversion price per share | $ 0.00072 | $ 0.00072 | $ 0.00072 | |||||||||||||||||||||
Penalty amount | $ 348,000 | |||||||||||||||||||||||
Accrued interest | $ 166,153 | 166,153 | $ 166,153 | $ 126,156 | ||||||||||||||||||||
Outstanding principal due | 631,750 | 631,750 | 631,750 | 586,400 | ||||||||||||||||||||
Legal fees | $ 2,000 | 10,500 | ||||||||||||||||||||||
Gross proceeds from convertible debt | 229,500 | |||||||||||||||||||||||
Interest expenses | 159,822 | $ 22,233 | ||||||||||||||||||||||
Second Note [Member] | ||||||||||||||||||||||||
Repayment of related party debt | $ 16,377 | $ 8,000 | ||||||||||||||||||||||
Individual Notes [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Common stock conversion price per share | $ 0.025 | |||||||||||||||||||||||
Accrued interest | 17,999 | 17,999 | 17,999 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Debt instruments conversion into share | 33,900,000 | 13,300,000 | ||||||||||||||||||||||
Debt conversion, description | The Purchase Agreement provided 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. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Companys VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015, which the Company has done. | |||||||||||||||||||||||
Discount rate | 20.00% | |||||||||||||||||||||||
Accrued interest | 4,166 | 4,166 | 4,166 | |||||||||||||||||||||
Outstanding principal due | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||
Gross proceeds from convertible debt | $ 133,000 | |||||||||||||||||||||||
Notes payable to individuals and companies - related party | $ 18,000 | |||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||
Repayment of related party debt | $ 8,623 | |||||||||||||||||||||||
31 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 110.00% | |||||||||||||||||||||||
61 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 115.00% | |||||||||||||||||||||||
91 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||||||
180 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 125.00% | |||||||||||||||||||||||
Prior to August 31, 2015 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 10.00% | |||||||||||||||||||||||
After August 31, 2015 Prior to December 1, 2015 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 20.00% | |||||||||||||||||||||||
July 19, 2017 [Member] | Individual Notes [Member] | ||||||||||||||||||||||||
Debt principal amount | 1,000 | 1,000 | 1,000 | |||||||||||||||||||||
Accrued interest | 340 | 340 | 340 | |||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 104,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 12,500,000 | |||||||||||||||||||||||
Debt maturity date description | The note matured in May 2016 | |||||||||||||||||||||||
Convertible Note One [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 35,000 | $ 35,000 | ||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | ||||||||||||||||||||||
Accrued interest | $ 84 | $ 84 | $ 84 | |||||||||||||||||||||
Notes maturity date | Mar. 20, 2018 | |||||||||||||||||||||||
Convertible Note One [Member] | Maximum [Member] | ||||||||||||||||||||||||
Increase in outstanding principal due, percentage | 50.00% | 50.00% | 50.00% | |||||||||||||||||||||
Increase decrease in convertible notes payable | $ 156,000 | |||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 96,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Convertible note, default rate | 18.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 15,000,000 | |||||||||||||||||||||||
Debt maturity date description | The note matured in May 2016 | |||||||||||||||||||||||
Increase in outstanding principal due, percentage | 18.00% | |||||||||||||||||||||||
Outstanding principal due | $ 113,280 | |||||||||||||||||||||||
Accrued interest | $ 38,978 | $ 38,978 | $ 38,978 | |||||||||||||||||||||
Original issue discount, percent | 20.00% | |||||||||||||||||||||||
Debt conversion, description | The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). | |||||||||||||||||||||||
Discount rate | 75.00% | |||||||||||||||||||||||
Debt conversion price, percentage | 25.00% | |||||||||||||||||||||||
Convertible Note Two [Member] | Maximum [Member] | ||||||||||||||||||||||||
Increase in outstanding principal due, percentage | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||
Outstanding principal due | $ 171,600 | $ 171,600 | $ 171,600 | |||||||||||||||||||||
Debt interest | 6,133 | |||||||||||||||||||||||
Convertible Note Three [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 48,000 | $ 48,000 | 48,000 | 48,000 | ||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Convertible note, default rate | 18.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 10,000,000 | 8,000,000 | ||||||||||||||||||||||
Debt maturity date description | The note matured in May 2016 | |||||||||||||||||||||||
Accrued interest | $ 2,160 | |||||||||||||||||||||||
Penalty amount | 45,000 | |||||||||||||||||||||||
Debt default business per day | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Shares issued price per share | $ 0.0045 | $ 0.0045 | $ 0.0045 | |||||||||||||||||||||
Conversion of stock, amount | $ 50,160 | |||||||||||||||||||||||
Conversion of stock, shares | 44,000,000 | |||||||||||||||||||||||
Common stock conversion price per share | $ 0.00114 | |||||||||||||||||||||||
Original issue of discount | $ 8,000 | |||||||||||||||||||||||
Convertible Note Four [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 45,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Convertible note, default rate | 18.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 8,000,000 | |||||||||||||||||||||||
Increase in outstanding principal due, percentage | 118.00% | |||||||||||||||||||||||
Accrued interest | $ 2,130 | $ 2,130 | $ 2,130 | |||||||||||||||||||||
Debt conversion, description | The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. | |||||||||||||||||||||||
Discount rate | 75.00% | |||||||||||||||||||||||
Debt conversion price, percentage | 25.00% | |||||||||||||||||||||||
Original issue of discount | $ 7,000 | |||||||||||||||||||||||
Convertible Note Five [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 40,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Convertible note, default rate | 18.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 15,000,000 | |||||||||||||||||||||||
Debt conversion price per share | $ 0.002 | |||||||||||||||||||||||
Debt conversion, description | The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrowers common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. | |||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 50.00% | |||||||||||||||||||||||
Discount rate | 50.00% | |||||||||||||||||||||||
Original issue of discount | $ 5,000 | |||||||||||||||||||||||
Market capitalization value | $ 1,000,000 | |||||||||||||||||||||||
Prepayment amount, percentage | 145.00% | |||||||||||||||||||||||
Payments to convertible note | 59,659 | |||||||||||||||||||||||
Prepayment penalty | 18,594 | |||||||||||||||||||||||
Repayment of accrued interest | $ 1,065 | |||||||||||||||||||||||
Non-convertible debenture | $ 180,000 | |||||||||||||||||||||||
Convertible Note Five [Member] | One-tenth of a Penny [Member] | ||||||||||||||||||||||||
Debt conversion price per share | $ 0.001 | |||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 25.00% | |||||||||||||||||||||||
Discount rate | 75.00% | |||||||||||||||||||||||
Convertible Note Six [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 180,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 11.50% | |||||||||||||||||||||||
Debt maturity date description | The note matured in December 2015. | |||||||||||||||||||||||
Proceeds from notes payable | $ 90,000 | |||||||||||||||||||||||
Accrued interest | 18,318 | $ 18,318 | 18,318 | |||||||||||||||||||||
Convertible Note Six [Member] | Consultant [Member] | ||||||||||||||||||||||||
Proceeds from notes payable | 15,000 | |||||||||||||||||||||||
Convertible Note Six [Member] | Company [Member] | ||||||||||||||||||||||||
Proceeds from notes payable | 75,000 | |||||||||||||||||||||||
Convertible Note Six [Member] | Eishin, Inc [Member] | ||||||||||||||||||||||||
Proceeds from notes payable | $ 90,000 | |||||||||||||||||||||||
Convertible Note Seven [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 60,950 | |||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Commitment shares issued | 5,000,000 | |||||||||||||||||||||||
Commitment shares issued, value | $ 32,000 | |||||||||||||||||||||||
Debt maturity date description | The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Companys common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. | |||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 80.00% | |||||||||||||||||||||||
Discount rate | 20.00% | |||||||||||||||||||||||
Debt conversion price, percentage | 65.00% | |||||||||||||||||||||||
Shares issued price per share | $ 0.0065 | |||||||||||||||||||||||
Original issue of discount | $ 7,950 | |||||||||||||||||||||||
Accrued interest | 4,887 | 4,887 | $ 4,887 | |||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | |||||||||||||||||||||||
Outstanding principal due | $ 67,045 | |||||||||||||||||||||||
Convertible Note Seven [Member] | Maximum [Member] | ||||||||||||||||||||||||
Discount rate | 35.00% | |||||||||||||||||||||||
Convertible Note Seven [Member] | Minimum [Member] | ||||||||||||||||||||||||
Discount rate | 20.00% | |||||||||||||||||||||||
Convertible Note Seven [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Debt instruments conversion into share | 37,500,000 | |||||||||||||||||||||||
Convertible Note Seven [Member] | July 11, 2017 [Member] | ||||||||||||||||||||||||
Debt instruments conversion into share | 28,864,154 | |||||||||||||||||||||||
Principal converted value | $ 15,000 | |||||||||||||||||||||||
Convertible Note Eight [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 27,500 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Original issue discount, percent | 10.00% | |||||||||||||||||||||||
Debt conversion, description | The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Companys common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. | |||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 60.00% | |||||||||||||||||||||||
Discount rate | 40.00% | |||||||||||||||||||||||
Original issue of discount | $ 2,500 | |||||||||||||||||||||||
Accrued interest | 856 | 856 | 856 | |||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | |||||||||||||||||||||||
Convertible Note Eight [Member] | 31 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||||||
Convertible Note Eight [Member] | 61 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 125.00% | |||||||||||||||||||||||
Convertible Note Eight [Member] | 91 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 130.00% | |||||||||||||||||||||||
Convertible Note Eight [Member] | 121 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 135.00% | |||||||||||||||||||||||
Convertible Note Eight [Member] | 151 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 140.00% | |||||||||||||||||||||||
Convertible Note Nine [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 18,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 3,500,000 | |||||||||||||||||||||||
Principal converted value | $ 15,750 | |||||||||||||||||||||||
Debt conversion, description | The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. | |||||||||||||||||||||||
Shares issued price per share | $ 0.0045 | |||||||||||||||||||||||
Accrued interest | 608 | 608 | 608 | |||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | |||||||||||||||||||||||
Convertible Note Nine [Member] | 31 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 110.00% | |||||||||||||||||||||||
Convertible Note Nine [Member] | 61 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 115.00% | |||||||||||||||||||||||
Convertible Note Nine [Member] | 91 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||||||
Convertible Note Nine [Member] | 120 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 125.00% | |||||||||||||||||||||||
Convertible Note Nine [Member] | 180 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Outstanding principal due increase, percent | 50.00% | |||||||||||||||||||||||
Convertible Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 70,000 | $ 70,000 | ||||||||||||||||||||||
Debt instruments conversion into share | 16,000,000 | |||||||||||||||||||||||
Principal converted value | $ 43,200 | |||||||||||||||||||||||
Debt conversion, description | The holder of the first note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. | |||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 75.00% | |||||||||||||||||||||||
Shares issued price per share | $ 0.0027 | $ 0.0027 | ||||||||||||||||||||||
Accrued interest | 783 | 783 | 783 | |||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | 10.00% | ||||||||||||||||||||||
Notes maturity date | Mar. 20, 2018 | |||||||||||||||||||||||
Convertible Note Ten [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 45,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Debt maturity date description | April 27, 2018 | |||||||||||||||||||||||
Accrued interest | 582 | $ 582 | 582 | |||||||||||||||||||||
Debt conversion, description | The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC Chill on its shares, the conversion price shall be decreased to 60% instead of 70% while that Chill is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | |||||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | |||||||||||||||||||||||
Convertible Note Ten [Member] | 91 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 133.00% | |||||||||||||||||||||||
Convertible Note Ten [Member] | 90 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||||||
Convertible Note Eleven [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 45,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 25,000,000 | |||||||||||||||||||||||
Commitment shares issued, value | $ 30,000 | |||||||||||||||||||||||
Debt maturity date description | May 30, 2018 | |||||||||||||||||||||||
Accrued interest | $ 306 | $ 306 | $ 306 | |||||||||||||||||||||
Debt conversion, description | The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC Chill on its shares, the conversion price shall be decreased to 60% instead of 70% while that Chill is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | |||||||||||||||||||||||
Shares issued price per share | $ 0.0012 | |||||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | |||||||||||||||||||||||
Convertible Note Eleven [Member] | 90 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 133.00% | |||||||||||||||||||||||
Convertible Note Twelve [Member] | ||||||||||||||||||||||||
Debt principal amount | $ 80,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | |||||||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||||||
Debt instruments conversion into share | 5,000,000 | |||||||||||||||||||||||
Debt conversion price per share | $ 0.00125 | |||||||||||||||||||||||
Debt conversion, description | During the first six months this Note is in effect, the Company may redeem this note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days this note is in effect, then for an amount equal to 120% of the unpaid principal amount of this note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this note is in effect, but less than the 180th day this note is in effect, then for an amount equal to 133% of the unpaid principal amount of this note along with any accrued interest. This note may not be redeemed after 180 days. | |||||||||||||||||||||||
Outstanding principal due increase, percent | 10.00% | |||||||||||||||||||||||
Debt purchases of warrants | 16,000,000 | |||||||||||||||||||||||
Warrant exercise price per share | $ 0.0035 | |||||||||||||||||||||||
Convertible Note Twelve [Member] | 91 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 133.00% | |||||||||||||||||||||||
Convertible Note Twelve [Member] | 90 Days after Note Issuance [Member] | ||||||||||||||||||||||||
Prepayment amount, percentage | 120.00% |
Related Parties (Details Narrat
Related Parties (Details Narrative) - Chief Executive Officer [Member] - USD ($) | Jun. 21, 2017 | Jun. 15, 2017 |
Investment | $ 55,000 | $ 95,000 |
Equity private placement of investment | 44,000,000 | 76,000,000 |
Equity investment per share | $ 0.00125 | $ 0.00125 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jun. 27, 2017 | Nov. 18, 2016 | Feb. 01, 2012 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Apr. 27, 2017 | Dec. 22, 2016 | Jan. 28, 2014 |
Common stock authorized | 7,500,000,000 | 2,500,000,000 | |||||||
Common stock, shares outstanding | 2,072,881,613 | 1,734,920,049 | |||||||
Interest expense | $ 159,822 | $ 22,233 | |||||||
Debt instruments conversion into share | 26,851,689 | ||||||||
Debt conversion amount | $ 13,200 | ||||||||
Debt instruments conversion price per share | $ 0.00072 | ||||||||
Gain on the extinguishment of liability | $ (271,280) | (439,067) | |||||||
Accrued interest | 45,521 | ||||||||
Share-based compensation expense | 209,317 | $ 569,023 | |||||||
Issuance warrants to purchase of common stock | 100,000,000 | ||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||
Stock option granted | |||||||||
Warrants [Member] | |||||||||
Warrant term | 36 months | ||||||||
Strike price warrant | SPAs, each investor was awarded 1 Non-cashless Warrant (with a term of 36 months) for every 2.5 shares of stock purchased. The strike price of these warrants is 1 cent per share. | ||||||||
Warrant issued | 37,350,000 | ||||||||
GS Capital Partners LLC [Member] | |||||||||
Warrant term | 5 years | ||||||||
Warrant exercise price per share | $ 0.0035 | ||||||||
Debt principal amount | $ 80,000 | ||||||||
Stock option granted | 16,000,000 | ||||||||
Debt discount | $ 12,546 | ||||||||
Investors [Member] | |||||||||
Number of stock issued during period | 93,375,000 | ||||||||
Fiscal Year 2017 [Member] | |||||||||
Number of stock issued during period | 33,900,000 | ||||||||
Number of stock issued, value | $ 135,600 | ||||||||
Stock issued during period, per share | $ 0.004 | ||||||||
Convertible notes payable, net | $ 113,000 | ||||||||
Notes payable to individuals and companies - related party | 18,000 | ||||||||
Interest expense | $ 22,600 | ||||||||
Debt instruments interest rate | 20.00% | ||||||||
Number of stock issued for services, shares | 197,000,000 | ||||||||
Number of stock issued for service, value | $ 816,168 | ||||||||
Fiscal Year 2017 [Member] | Individual Note Holders [Member] | |||||||||
Number of stock issued during period | 63,800,000 | ||||||||
Number of stock issued, value | $ 378,550 | ||||||||
Fiscal Year 2018 [Member] | |||||||||
Number of stock issued during period | 337,961,564 | ||||||||
Convertible notes payable, net | $ 159,650 | ||||||||
Accrued interest | 27,354 | ||||||||
Share Liability [Member] | Fiscal Year 2017 [Member] | |||||||||
Number of stock issued during period | 104,375,000 | ||||||||
Number of stock issued, value | $ 428,500 | ||||||||
Stock issued during period, per share | $ 0.004 | ||||||||
Consulting Agreements And Board Advisory Agreements [Member] | Consultant [Member] | |||||||||
Debt arrangement rate | 2.00% | ||||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | |||||||||
Issuance warrants to purchase of common stock | 28,917,647 | ||||||||
Number of warrant cancelled shares of common stock | 23,134,118 | ||||||||
Percentage of vote membership interest | 20.00% | ||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||
Former Executives One [Member] | |||||||||
Options to purchase common shares | 5,000,000 | ||||||||
Former Executives Two [Member] | |||||||||
Options to purchase common shares | 5,000,000 | ||||||||
Two Former Executives [Member] | |||||||||
Share-based compensation expense | $ 1,400,000 | ||||||||
Options to purchase common shares | 10,000,000 | ||||||||
Convertible Notes Payable [Member] | Fiscal Year 2017 [Member] | |||||||||
Number of stock issued, value | $ 100,000 | ||||||||
Debt instruments conversion into share | 15,384,615 | 100,639,501 | |||||||
Debt conversion amount | $ 194,516 | $ 118,126 | |||||||
Gain on the extinguishment of liability | $ 94,516 | ||||||||
Minimum [Member] | |||||||||
Excess of common stock authorized | 2,500,000,000 | ||||||||
Minimum [Member] | Fiscal Year 2017 [Member] | |||||||||
Stock issued during period, per share | $ 0.0029 | ||||||||
Minimum [Member] | Fiscal Year 2017 [Member] | Individual Note Holders [Member] | |||||||||
Stock issued during period, per share | $ 0.0027 | ||||||||
Minimum [Member] | Fiscal Year 2018 [Member] | |||||||||
Stock issued during period, per share | $ 0.00035 | ||||||||
Minimum [Member] | Consulting Agreements And Board Advisory Agreements [Member] | Consultant [Member] | |||||||||
Percentage of amount paid by cash | 8.00% | ||||||||
Percentage of amount paid by common stock | 8.00% | ||||||||
Minimum [Member] | Convertible Notes Payable [Member] | Fiscal Year 2017 [Member] | |||||||||
Debt instruments conversion price per share | $ 0.00114 | ||||||||
Maximum [Member] | |||||||||
Excess of common stock authorized | 7,500,000,000 | ||||||||
Maximum [Member] | Fiscal Year 2017 [Member] | |||||||||
Stock issued during period, per share | 0.0088 | ||||||||
Maximum [Member] | Fiscal Year 2017 [Member] | Individual Note Holders [Member] | |||||||||
Stock issued during period, per share | $ 0.01 | ||||||||
Maximum [Member] | Fiscal Year 2018 [Member] | |||||||||
Stock issued during period, per share | $ 0.0012 | ||||||||
Maximum [Member] | Consulting Agreements And Board Advisory Agreements [Member] | Consultant [Member] | |||||||||
Percentage of amount paid by cash | 10.00% | ||||||||
Percentage of amount paid by common stock | 10.00% | ||||||||
Maximum [Member] | Convertible Notes Payable [Member] | Fiscal Year 2017 [Member] | |||||||||
Debt instruments conversion price per share | $ 0.0012 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants Activity (Details) - Warrants [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Shares, Outstanding, Beginning balance | 91,519,411 | 77,303,529 |
Shares, Granted | 16,000,000 | 37,350,000 |
Shares, Expired | ||
Shares, Exercised | ||
Shares, Canceled | (23,134,118) | |
Shares, Outstanding, Ending balance | 107,519,411 | 91,519,411 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0200 | $ 0.0200 |
Weighted Average Exercise Price, Granted | 0.0035 | 0.0100 |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Canceled | (0.0200) | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.0180 | $ 0.0200 |
Weighted Average Remaining Contractual Term, Beginning | 3 years 1 month 27 days | 3 years 5 months 27 days |
Weighted Average Remaining Contractual Term, Granted | 4 years 11 months 26 days | 2 years 5 months 9 days |
Weighted Average Remaining Contractual Term, Ending | 3 years 2 months 19 days | 3 years 1 month 27 days |
Aggregate Intrinsic Value, Beginning | $ 10,050,000 | |
Aggregate Intrinsic Value, Ending |
Stockholders' Deficit - Sched39
Stockholders' Deficit - Schedule of Warrants Assumptions Under Black-Scholes Pricing Model (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Warrants [Member] | ||
Volatility | 108.60% | 203.00% |
Risk-free rate | 1.24% | 0.66% |
Expected dividend rate | 0.00% | 0.00% |
Expected life of option / warrants | 5 years | 2 years 4 months 6 days |
Stock Options [Member] | ||
Volatility | 220.00% | |
Risk-free rate | 1.87% | |
Expected dividend rate | 0.00% | |
Expected life of option / warrants | 10 years |
Stockholders' Deficit - Sched40
Stockholders' Deficit - Schedule of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Equity [Abstract] | |||
Number of Options, Outstanding, Beginning balance | 10,000,000 | 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 | $ 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 | 4 years 10 months 6 days | 5 years 10 months 6 days | |
Weighted Average Remaining Contractual Term, Ending | 4 years 7 months 6 days | 4 years 10 months 6 days | |
Aggregate Intrinsic Value, Beginning | |||
Aggregate Intrinsic Value, Ending |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2017 | |
Valuation allowance | $ 809,000 | $ 565,000 |
United States [Member] | ||
Net operating loss carryforward | $ 21,000,000 | |
Net operating loss carryforward, expiration year | 2,037 | |
Canadian [Member] | ||
Net operating loss carryforward | $ 700,000 | |
Net operating loss carryforward, expiration year | 2,037 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 7,914,000 | $ 8,479,000 |
Valuation allowance | (7,914,000) | (8,479,000) |
Deferred Tax Assets, Net |
Provision for Income Taxes - 43
Provision for Income Taxes - Schedule of Reconciliation of Effective Tax Rate as Percentage of Income before Taxes and Federal Statutory Rate (Details) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
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 S44
Investments - Available for Sale Securities (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | |
Cost incurred in investment | $ 249,375 | |
Investment - available for sale security | $ 1,875 | $ 625 |
Green Innovations Ltd [Member] | ||
Cost incurred in investment | 250,000 | |
Unrealized loss on investments | 248,125 | |
Investment - available for sale security | $ 1,875 |
Current Litigation (Details Nar
Current Litigation (Details Narrative) - USD ($) | Mar. 22, 2016 | Nov. 04, 2015 | Jun. 30, 2017 | Dec. 09, 2015 |
Loss contingency damages sought | $ 4,000,000 | $ 4,000,000 | ||
Crystal Research Associates [Member] | ||||
Due to related parties | $ 48,000 | |||
Crystal Research Associates [Member] | July 14, 2017 [Member] | ||||
Loss contingency damages sought | 48,000 | |||
Plaintiff amount | 31,450 | |||
Payment of legal settlements | 8,000 | |||
Cash payment per month | $ 3,350 | |||
Settlement agreement description | Cash payments will be paid as follows: $8,000 due immediately upon signing of this agreement; thereafter, due on or before August 15, 2017 and on or before the 15th of each successive month, for the 7 months, the sum of $3,350 per month. | |||
Crystal Research Associates [Member] | July 14, 2017 [Member] | Restricted Stock [Member] | ||||
Number of common stock shares issued | 11,000,000 | |||
Gunteski & Co. P.A [Member] | ||||
Pocket cash losses and liabilities | $ 850,000 | |||
Additional potential damages | $ 4,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
Investment-available-for-sale security | $ 1,875 | $ 625 |
Level 1 [Member] | ||
Investment-available-for-sale security | 1,875 | 625 |
Level 2 [Member] | ||
Investment-available-for-sale security | ||
Level 3 [Member] | ||
Investment-available-for-sale security |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 14, 2017 | Nov. 04, 2015 | Jun. 30, 2017 | Jul. 19, 2017 | Mar. 31, 2017 | May 28, 2015 |
Accrued interest | $ 166,153 | $ 126,156 | ||||
Loss contingency damages sought | $ 4,000,000 | $ 4,000,000 | ||||
Convertible Note One [Member] | ||||||
Debt principal amount | $ 104,000 | |||||
Subsequent Event [Member] | Crystal Research Associates [Member] | ||||||
Plaintiff amount | $ 31,450 | |||||
Payment of legal settlements | 8,000 | |||||
Cash payment per month | $ 3,350 | |||||
Settlement agreement description | Cash payments will be paid as follows: $8,000 due immediately upon signing of this agreement; thereafter, due on or before August 15, 2017 and on or before the 15th of each successive month, for the 7 months, the sum of $3,350 per month. | |||||
Loss contingency damages sought | $ 48,000 | |||||
Subsequent Event [Member] | Crystal Research Associates [Member] | Restricted Stock [Member] | ||||||
Number of common stock shares issued | 11,000,000 | |||||
Subsequent Event [Member] | Convertible Note [Member] | ||||||
Number of common stock shares issued | 45,000,000 | |||||
Debt principal amount | $ 1,000 | |||||
Accrued interest | $ 340 | |||||
Subsequent Event [Member] | Convertible Note One [Member] | ||||||
Number of common stock shares issued | 73,005,535 | |||||
Subsequent Event [Member] | Consultants [Member] | ||||||
Number of common stock shares issued | 24,750,000 | |||||
Subsequent Event [Member] | Chief Financial Officer [Member] | ||||||
Number of common stock shares issued | 20,000,000 | |||||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | ||||||
Number of common stock shares issued | 130,000,000 | |||||
Subsequent Event [Member] | Settlement Agreements [Member] | ||||||
Number of common stock shares issued | 24,000,000 |