Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 26, 2019 | Sep. 28, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | TAURIGA SCIENCES, INC. | ||
Entity Central Index Key | 0001142790 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,350,492 | ||
Entity Common Stock, Shares Outstanding | 72,925,920 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets: | ||
Cash | $ 385,943 | $ 12,291 |
Assets from discontinued operations | 581 | 581 |
Investment - trading securities | 350,400 | 610,699 |
Investment - digital currency | 22,056 | |
Investment - other | 72,500 | |
Inventory asset | 10,872 | |
Prepaid expenses and other current assets | 127,520 | 40,720 |
Total current assets | 947,816 | 686,347 |
Property and equipment, net | 13,010 | 2,491 |
Total assets | 960,826 | 688,838 |
Current liabilities: | ||
Notes payable to individuals and companies, net of discounts | 213,875 | 254,847 |
Accounts payable | 34,703 | 24,343 |
Accrued interest | 30,780 | 33,875 |
Liabilities from discontinued operations | 5,522 | 5,522 |
Liability for common stock to be issued | 172,500 | |
Total current liabilities | 457,380 | 318,587 |
Other liabilities: | ||
Contingent liability | 75,000 | |
Total liabilities | 457,380 | 393,587 |
Stockholders' equity (deficit): | ||
Common stock, par value $0.00001; 100,000,000 shares authorized, 68,123,326 and 52,264,476 issued and outstanding at March 31, 2019 and March 31, 2018, respectively | 681 | 523 |
Additional paid-in capital | 55,991,704 | 54,680,382 |
Accumulated deficit | (55,488,939) | (54,391,500) |
Accumulated other comprehensive income | 8,042 | |
Total stockholders' equity (deficit) - Tauriga Sciences, Inc. | 503,446 | 297,447 |
Noncontrolling interest in subsidiary | (2,196) | |
Total stockholders' equity (deficit) | 503,446 | 295,251 |
Total liabilities and stockholders' equity (deficit) | $ 960,826 | $ 688,838 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 12, 2018 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 68,123,326 | 52,264,476 | |
Common stock, shares outstanding | 68,123,326 | 52,264,476 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 57,134 | |
Cost of goods sold | 37,128 | |
Gross profit | 20,006 | |
Operating expenses | ||
Marketing and advertising | 4,200 | |
Research and development | 13,924 | 10,068 |
General and administrative | 1,083,980 | 1,884,493 |
Depreciation and amortization expense | 964 | 796 |
Total operating expenses | 1,103,068 | 1,895,357 |
Loss from operations | (1,083,062) | (1,895,357) |
Other income (expense) | ||
Interest expense | (280,587) | (291,610) |
Loss on extinguishment of debt | (271,280) | |
Gain on derivative liability | 271,280 | |
Unrealized gain (loss) on trading securities | 223,349 | (190,449) |
Loss on conversion of debt | (27,975) | |
Gain on the settlement of debt | 582,887 | |
Loss on asset disposal | (907) | (783) |
Legal settlement expense | (20,004) | |
Realized loss on digital currency | (2,859) | |
Unrealized loss on digital currency | (3,143) | (9,482) |
Gain (loss) on sale of trading securities | 99,823 | (243,185) |
Loss on sale of commodities | (2,737) | |
Gain on legal settlement | 2,053,350 | |
Total other income (expense) | (12,181) | 1,897,869 |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND LOSS FROM DISCONTINUED OPERATIONS | (1,095,243) | 2,512 |
LOSS FROM DISCONTINUED OPERATIONS | (2,196) | (77,313) |
Net loss | (1,097,439) | (74,801) |
Net loss attributable to non-controlling interest | (38,674) | |
Net loss attributable to controlling interest | (1,097,439) | (36,127) |
Deemed dividend | (271,280) | |
Net loss attributable to common shareholders | $ (1,097,439) | $ (307,407) |
Loss per share - basic and diluted - Continuing operations | $ (0.02) | $ (0.007) |
Loss per share - basic and diluted - Discontinuing operations | $ (0.002) | |
Weighted average number of shares outstanding - basic | 55,767,119 | 33,078,636 |
Loss per share - fully diluted | $ (0.02) | $ (0.009) |
Weighted average number of shares outstanding - fully diluted | 55,767,119 | 33,078,636 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss attributable to controlling interest | $ (1,097,439) | $ (36,127) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Non-controlling interest | 2,196 | (38,674) |
Amortization of original issue discount | 13,543 | 26,932 |
Loss on sale of commodities | 2,737 | |
Unrealized loss on digital currency | 3,142 | 9,482 |
Realized loss on digital currency | 2,859 | |
Depreciation and amortization | 964 | 796 |
Non-cash interest | 163,500 | 93,405 |
(Gain) loss on settlement | 20,004 | (707,078) |
Amortization of debt discount | 58,571 | 12,503 |
Common stock issued and issuable for services (including stock-based compensation) | 296,705 | 698,236 |
Legal fees deducted from proceeds of notes payable | 4,500 | 31,300 |
Change in derivative liability | (271,280) | |
Loss on extinguishment of debt | 27,975 | 271,280 |
Loss on disposal of fixed assets | 907 | 783 |
(Gain) loss on sale of trading securities | (99,823) | 243,185 |
Unrealized (gain) loss on trading securities | (223,349) | 190,449 |
(Increase) decrease in assets | ||
Prepaid expenses | (86,800) | (38,530) |
Inventory | (10,872) | |
Proceeds (purchase) of trading securities, net | 583,471 | (801,148) |
Due from Ice + Jam | (581) | |
Increase (decrease) in liabilities | ||
Accounts payable | 10,360 | (206,117) |
Accrued interest | 1,123 | (23,989) |
Cash used in operating activities | (328,585) | (542,314) |
Cash flows from investing activities | ||
Proceeds from sale of securities | 6,815 | |
Contribution into Ice + Jam | 36,478 | |
Proceeds (purchase) of digital currency, net | 16,177 | (34,397) |
Investment - other | (72,500) | |
Purchase of property and equipment | (12,390) | (3,109) |
Cash provided by (used in) investing activities | (68,713) | 5,787 |
Cash flows from financing activities | ||
Repayment of principal on notes payable to individuals and companies | (141,000) | (318,500) |
Proceeds from the sale of common stock (including to be issued) | 331,200 | 299,600 |
Proceeds from notes payable to individuals and companies | 580,750 | 567,700 |
Cash provided by financing activities | 770,950 | 548,800 |
Net increase in cash | 373,652 | 12,273 |
Cash, beginning of year | 12,291 | 18 |
Cash, end of year | 385,943 | 12,291 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | 43,819 | 145,550 |
Taxes Paid | ||
NON CASH ITEMS | ||
Conversion of notes payable and accrued interest for common stock | 200,718 | 686,804 |
Original issue discount on notes payable and debentures | 20,450 | |
Shares issued for accrued expense | 74,050 | |
Deemed dividend | 271,280 | |
Reclassification of comprehensive loss to investments in trading securities | 248,375 | |
Deemed dividend | 271,280 | |
Common shares issued for share liability | 190,000 | |
Recognition of debt discount | 388,811 | 15,656 |
Related party forgiveness of debt classified to additional paid in capital | 108,760 | |
Reclassification of other comprehensive income to additional paid in capital | $ 8,042 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Mar. 31, 2017 | $ 231 | $ 52,236,788 | $ (54,084,093) | $ (240,333) | $ (2,087,407) | |
Balance, shares at Mar. 31, 2017 | 23,136,765 | |||||
Issuance of shares via private placement | $ 35 | 327,465 | 327,500 | |||
Issuance of shares via private placement, shares | 3,485,715 | |||||
Issuance of shares - stock based compensation | ||||||
Issuance of shares - stock based compensation, shares | ||||||
Issuances of commitment shares - debt financing | $ 11 | 86,589 | 86,600 | |||
Issuances of commitment shares - debt financing, shares | 1,133,334 | |||||
Shares issued for note conversion | $ 202 | 686,602 | 686,804 | |||
Shares issued for note conversion, shares | 20,160,661 | |||||
Issuance of cashless warrants with note payable | 12,546 | 12,546 | ||||
Stock-based compensation vesting | 701,347 | 701,347 | ||||
Impairment of available for sale securities | 248,375 | 248,375 | ||||
Stock issued for services at $0.002to $0.005 | $ 28 | 173,971 | 173,999 | |||
Stock issued for services at $0.002to $0.005, shares | 2,794,667 | |||||
Issuance for convertible notes to individuals | ||||||
Issuance for convertible notes to individuals, shares | ||||||
Shares issued for settlement of debt | $ 16 | 75,034 | 75,050 | |||
Shares issued for settlement of debt, shares | 1,553,334 | |||||
Related party forgiveness of debt | 108,760 | 108,760 | ||||
Deemed dividend | 271,280 | (271,280) | ||||
Non-controlling interest | 36,478 | 36,478 | ||||
Net loss for the year end | (36,127) | (38,674) | (74,801) | |||
Balance at Mar. 31, 2018 | $ 523 | 54,680,382 | (54,391,500) | 8,042 | (2,196) | 295,251 |
Balance, shares at Mar. 31, 2018 | 52,264,476 | |||||
Issuance of shares via private placement | $ 56 | 301,144 | 301,200 | |||
Issuance of shares via private placement, shares | 5,686,667 | |||||
Issuances of commitment shares - debt financing | $ 5 | 20,995 | 21,000 | |||
Issuances of commitment shares - debt financing, shares | 500,000 | |||||
Shares issued for note conversion | $ 60 | 200,658 | 200,718 | |||
Shares issued for note conversion, shares | 5,946,516 | |||||
Stock-based compensation vesting | 296,705 | 301,205 | ||||
Stock issued for services at $0.002to $0.005 | $ 31 | (31) | ||||
Stock issued for services at $0.002to $0.005, shares | 3,130,000 | |||||
Shares issued for settlement of debt | $ 1 | 20,003 | 20,004 | |||
Shares issued for settlement of debt, shares | 95,667 | |||||
Deemed dividend | ||||||
Non-controlling interest | 2,196 | 2,196 | ||||
Shares issued for settlement of contingent liability | $ 5 | 74,995 | 75,000 | |||
Shares issued for settlement of contingent liability, shares | 500,000 | |||||
Reclassification of other comprehensive income to additional paid in capital | 8,042 | (8,042) | ||||
Recognition of beneficial conversion feature of convertible notes | 388,811 | 388,811 | ||||
Net loss for the year end | (1,097,439) | (1,097,439) | ||||
Balance at Mar. 31, 2019 | $ 681 | $ 55,991,704 | $ (55,488,939) | $ 503,446 | ||
Balance, shares at Mar. 31, 2019 | 68,123,326 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity issuance of commitment shares for debt financing | $ 0.042 | $ 0.01 |
Equity issuance price issuance for convertible notes to individuals | 0.004 | |
Minimum [Member] | ||
Equity issuance price to private placement | 0.02 | 0.0007 |
Equity issuance price to stock based compensation | 0.003 | |
Equity issuance price of note conversion | 0.0245 | 0.00035 |
Equity issuance price to services | 0.0269 | 0.002 |
Maximum [Member] | ||
Equity issuance price to private placement | 0.06 | 0.00125 |
Equity issuance price to stock based compensation | 0.01 | |
Equity issuance price of note conversion | 0.0452 | 0.0012 |
Equity issuance price to services | $ 0.42 | $ 0.005 |
Basis of Operations
Basis of Operations | 12 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations | NOTE 1 – BASIS OF OPERATIONS Nature of Business Tauriga Sciences, Inc. (the “Company”) is a Florida corporation. Prior to December 12, 2011, the Company was involved in the business of exploiting new technologies for the production of clean energy. The Company has, over time, moved into that of a diversified life sciences technology company, with its mission to operate a revenue generating business, while continuing to evaluate potential acquisition candidates operating in the life sciences technology space. TAURI-GUM TM In October 2018, the Company’s management, along with its board of directors, began to explore the possibility of launching a cannabidiol (“CBD”) infused gum product line into the commercial marketplace. After several weeks of diligence, discussions with various parties and exploratory meetings, the Company made the determination to move forward with this business opportunity. To begin this process, during the quarter ended December 31, 2018, the Company began discussions with a Maryland based chewing gum manufacturer - Per Os Biosciences LLC (“Per Os Bio”), which consummated in a manufacturing agreement in late December 2018 to launch and bring to market a white label line of CBD infused chewing gum under the brand name Tauri-Gum™. We have filed for trademark protection with the United States Patent and Trademark Office for our CBD infused chewing product line, including applications filed in April 2019 for TAURI-GUMMI TM TM Under the terms of the agreement, Per Os Bio has committed to produce the Tauri-Gum TM A. By composition, the CBD Gum will contain 10 mg of CBD Isolate B. The initial production run will be mint flavor exclusively C. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 (“Method for manufacturing medicated chewing gum without cooling”) D. Each Production Batch, including the initial production run, is estimated to yield 70,000 gum tablets or 8,700 Units (each Unit contains 8 gum tablets). E. Integrated Quality Control Procedures: Each production batch will be tested by a 3 rd F. The packaging, for retail marketplace, will consist of 8 count (gum tablet count) blister card labeled (the “Pack(s)”) with Lot # as well as Expiration Date. G. Outer sleeve in the Company’s artwork and graphic design(s) and label copy H. Shipping System: Bulk packed 266 Packs per master case (“Palletized”) Under terms of the Agreement, the Company has committed to provide the following to Per Os Bio: A. Each product order will consist of exactly 8,700 Packs (unless otherwise agreed upon by both parties). B. ½ of initial production invoice due within 3 days of execution of Manufacturing Agreement (this has already been paid by the Company). C. Provide graphic design artwork, logo, and label design to Per Os Bio. D. Trademark has been successfully filed with U.S.P.T.O. E. To implement Kosher Certification Process F. Procure appropriate Product & Liability insurance policy G. Acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum – on the Federal Statute Level. The Company gum formulation includes distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), and incorporates a proprietary manufacturing process. See our “Risk Factors” contained in this Annual Report, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis. The Company E-commerce website is www.taurigum.com. The Company has also secured storage space near its New York City headquarters. During the first quarter of fiscal year 2020, the Company began production of Blood Orange flavor of Tauri-Gum TM TM On April 9, 2019, the Company announced that it is developing a special miniaturized version of Tauri-Gum TM The Company is also working on developing CBD Gum-Infused Lollipops and gummi products. Subsequent to our fiscal year end of March 31, 2019, the Company entered into several agreements with distributors to arrange for the distribution of this product line, as described below. E&M Distribution Agreement On April 1, 2019, the Company entered into a comprehensive distribution agreement with E&M Ice Cream Company (“E&M”) to establish Tauri-Gum TM TM TM TM TM South Florida Region Distribution Agreement On April 8, 2019, the Company entered into a non-exclusive distribution agreement with IRM Management Corporation (“IRM”), an established medical practice management firm (the “IRM Distribution Agreement”). The purpose of the IRM Distribution Agreement is to target our Tauri-Gum™ product to the South Florida based medical market, including chiropractors, orthopedists, as well as prospective retail customers in this geographic area. Under terms of this IRM Distribution Agreement, the Company will work closely with IRM to promote Tauri-Gum™. In connection with this IRM Distribution Agreement, the Company has also agreed to a one-time issuance of 450,000 shares of the Company’s restricted common stock and a cash stipend of $10,000 to IRM. As of the date of this report, only $2,000 of the $10,000 cash stipend has been paid. The value of the shares will be reflected in stock-based compensation based on the grant date of April 8, 2019. North Eastern United States Distribution Agreement On April 30, 2019, the Company, entered into a non-exclusive comprehensive distribution agreement with Sai Krishna LLC (“SKL”), a New Jersey based distributor, with relationships in the Northeast region of the United States and Asia, with the intention of increasing and accelerating market penetration of the Company’s Tauri-Gum TM In connection with the SKL Agreement, the Company has agreed to issue a one-time issuance of an aggregate of 1,000,000 restricted common shares the Company’s stock, which are subject to the customary resale and transfer restrictions imposed under the rules and regulations of the Securities and Exchange Commission. The restricted equity issuance to SKL was issued in accordance with the following schedule: (i) to Mr. Mahesh Lekkala, 500,000 restricted shares the Company’s common stock within ten (10) business days of April 30, 2019; and (ii) to SKL, 500,000, which were permitted to be immediately allocated by SKL to persons within its organization and, as such, (a) 250,000 of such shares shall be issued to Sai Krishna within ten (10) business days of April 30, 2019, and the additional issuance of (b) 250,000 of such shares shall be issued to Sai Krishna within ten (10) business days of August 1, 2019. Other than the payment terms for Tauri-Gum TM On May 11, 2019, the Company entered into a sub-agreement pursuant to the SKL distribution agreement whereby Ms. Neelima Lekkala was appointed Vice President of Distribution & Marketing. This contract has a one-year term and is and may be extended based upon mutual agreement. Ms. Lekkala shall focus her efforts on the expansion of Tauri-Gum TM TM Food and Drug Administration On May 31, 2019, the U. S. Food and Drug Administration (“FDA”) held public hearings to obtain scientific data and information about the safety, manufacturing, product quality, marketing, labeling, and sale of products containing cannabis or cannabis-derived compounds, including CBD. The hearing comes approximately five months after the Agricultural Improvement Act of 2018 (more commonly known as the Farm Bill), went into effect and removed industrial hemp from the Schedule I prohibition under the Controlled Substances Act (CSA) (industrial hemp means cannabis plants and derivatives that contain no more than 0.3 percent tetrahydrocannabinol, or THC, on a dry weight basis). Though the Farm Bill removed industrial hemp from the Schedule I list, the Farm Bill preserved the regulatory authority of the FDA over cannabis and cannabis-derived compounds used in food and pharmaceutical products under the Federal Food, Drug, and Cosmetic Act (FD&C Act) and section 351 of the Public Health Service Act. The FDA has been clear that it intends to use this authority to regulate cannabis and cannabis-derived products, including CBD, in the same manner as any other food or drug ingredient. In addition to holding the hearing, the agency has requested comments by July 2, 2019 regarding any health and safety risks of CBD use, and how products containing CBD are currently produced and marketed. 2018 Reverse Stock Split On March 12, 2018, the Company held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company’s Articles of Incorporation to decrease the number of authorized shares of the Company’s common stock, $0.00001 par value per share from 7,500,000,000 to 100,000,000 shares and to affect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”). On June 8, 2018, the Company filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Florida, for the aforementioned decrease in the number of authorized shares and to affect a 1-for-75 reverse stock split of the Company’s common stock. The Reverse Stock Split became effective at 12:01 a.m. on July 9, 2018. The Reverse Stock Split affected all issued and outstanding shares of common stock, as well as common stock underlying stock options, warrants and other convertible securities outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the common stock outstanding prior to the Reverse Stock Split from 4,078,179,672 shares to 54,380,230 shares immediately following the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split, and any such stockholders whose number of post-split shares would have resulted in a fractional number had his/her/its shares rounded up to the next number of shares. On July 30, 2018, the Company’s stock began trading on the OTC:QB. All references set forth in this annual report to number of shares or per share data have been presented on a post reverse stock-split basis. Cupuaçu 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 company Ice + Jam LLC (“Ice + Jam”) to market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. During the quarter ended December 31, 2017, the Company launched this lip balm product. On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019, at which time, if mutually agreed upon. the companies reserve the option to extend for an additional 2 years (if exercised at that time, this License Agreement would be extended through December 23, 2021). The two companies reserve the right to request amendment of the License Agreement at any point during the effective term of the agreement. In February of 2018, the Company’s strategy with respect to the HerMan® The Company had no sales of the HerMan® Honeywood On March 10, 2014, the Company entered into a definitive agreement to acquire California-based Honeywood LLC (“Honeywood”), 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 the Company 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 Honeywood’s principals entered into a termination agreement to unwind the effects of the merger. 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 bore interest at 6% per annum and was 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 was 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. Honeywood never made any payments under the Note prior to the Honeywood Conversion Agreement (as defined below). As a result, the Company had fully reserved this amount and it was not reflected as a receivable on its financial statements. Effective August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert the entire principal and accrued but unpaid interest due into a 5% membership interest in Honeywood (the “Honeywood Conversion Agreement”). The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with 320-10-35-28, “ Investments—Debt and Equity Securities Pilus Energy On November 25, 2013, the Company executed a definitive merger 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 create electricity while consuming polluting molecules from wastewater. On January 28, 2014, the Company completed its acquisition of Pilus. As a condition of the acquisition, the shareholders of Pilus received a warrant to purchase 1,333,334 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000, and, based upon whether the Warrants issued to Pilus represented at least 5% the then outstanding and fully diluted capitalization of the Company. In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) (“Open Therapeutics”), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing. Pilus’ principal asset on its balance sheet at the time of the acquisition was its US patent relating to its clean water technology. 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 1,333,334 warrants the Company 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 whereby the Company sold 80% of its membership interest in Pilus back to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 385,569 shares (or 308,455 warrants) of the Company’s common stock. Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments was to be retained by Pilus Energy as additional consideration for the sale, which was reflected as a contingent liability on the Company’s 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 March 31, 2019, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy. On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the above described $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares were recorded at a value of $24,750 ($0.0495 per share) as a loss on settlement in the Company’s consolidated financial statements. Tauriga Biz Dev Corp On January 4, 2018, the Company announced that its Board of Directors unanimously approved the formation a wholly-owned subsidiary focused on acquiring interest(s) in patents and other intellectual property. This subsidiary, incorporated in Delaware, was named Tauriga IP Acquisition Corp. On March 25, 2018, the Company changed the name to Tauriga Biz Dev Corp. (“Tauriga BDC”). On March 29, 2018 the Company, through Tauriga BDC, entered into an independent sales representative agreement with Blink Charging Co. (“Blink”) (Nasdaq: BLNK) to be a non-exclusive independent sales representative. Under the terms of this agreement with Blink, the Company is permitted to solicit orders from potential customers for electric vehicle (“EV”) charging station placement. Tauriga BDC will be compensated upon contracting for so long as the Company’s acquired prospect remains under contract. This sales agreement is a three-tier model based on whether Tauriga BDC contracts the new customer to purchase equipment outright from Blink or enter into one of two revenue-sharing agreements. In the case Tauriga BDC effectuates a sale of Blink equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga BDC secures a revenue sharing agreement with a customer where Blink remains the owner, Tauriga BDC will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. On June 29, 2018, the Company purchased four Blink Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2019, Tauriga BDC has not installed any of these machines in any locations and no revenue has been generated through the Blink contract. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern During the fourth quarter of the year ended March 31, 2019, the Company began sales and marketing efforts for its Mint flavored Tauri-Gum TM During the year ended March 31, 2019, the Company discontinued its joint venture product HERMAN ® after nominal sales and prolonged issues with the manufacture. As a result, the entire inventory balance has been written off. The Company, in the short term, intends to continue funding its operations either through cash-on-hand or through financing alternatives. Management’s plans with respect to this include raising capital through equity markets to fund future operations as well as the sale of its remaining marketable securities which had a market value of $350,400 at March 31, 2019. In the event the Company does need to raise additional capital to fund and expand operations, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Currently, the Company has a limited amount of shares of common stock available to issue under its certificate of incorporation and may initiate the process of increasing the authorized stock. To amend the Company’s certificate of incorporation, including any increase in the number of shares the Company is authorized to issue, will require shareholder approval. If and when the Company initiates this process, the Company will file a proxy statement with the Securities and Exchange Commission and will provide shareholders with a physical or electronic copy, as permissible. Relevant information relating to this process will be included in such proxy statement. There is no guarantee that the Company will be able to obtain this shareholder approval to effectuate such charter amendment. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues in the short term 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 to achieve profitability thereby eliminating its reliance on alternative sources of funding. Though management believes that the Company is in the strongest position it has been in in several years there is still no guarantee the that profitable operations with sufficient cashflow to sustain operations can be achieved without the need of alternative financing, which is limited. These matters still raise significant doubt about the Company’s ability to continue as a going concern as determined by management. As a result of some investments made with proceeds from the Cowan lawsuit, the Company was able to recognize other income of $99,823, that partially offset their operating losses, resulting in a net loss in the amount of $1,097,439 for the year ended March 31, 2019 compared to a net loss of $74,801 during the prior year as a result of the lawsuit settlement. The Company has, however, needed to take on more debt leading up to the launch of Tauri-Gum TM Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga BDC. All intercompany transactions have been eliminated in consolidation. As of March 31, 2019, there is no activity in any of the Company’s subsidiaries other than Tauriga BDC holding the electric car chargers. Non-controlling Interests On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company marketed Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. On March 29, 2018 the Company, through Tauriga BDC, entered into an independent sales representative agreement with Blink to be a non-exclusive independent sales representative. Under the agreement with Blink, the Company may solicit orders from potential customers for EV charging station placement. Tauriga BDC will be compensated upon contracting for so long as the Company’s acquired prospect remains under contract. This sales agreement is a three-tier model based on whether Tauriga BDC contracts the new customer to purchase equipment outright from Blink or enter into one of two revenue-sharing agreements. In the case Tauriga BDC effectuates a sale of Blink equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga BDC secures a revenue sharing agreement with a customer where Blink remains the owner, Tauriga BDC will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. On June 29, 2018, the Company purchased four Blink Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The remainder of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2019, the Tauriga BDC has not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. During the three months ended March 31, 2019, the Company recognized its first sales of Tauri-Gum TM The Company recognizes revenue upon the satisfaction of the performance obligation. The Company considers the performance obligation met upon shipment of the product or delivery of the product. For ecommerce orders, the Company’s products are shipped by a fulfillment company and payment is made in advance of shipment either through credit card or PayPal. The Company also delivers the product to its customers that they market to in the metropolitan New York Tri-State area that are not covered under any existing distribution agreements. The Company generally collects payment within 30 to 60 days of completion of its performance obligation, and the Company has no agency relationships. The Company recognized revenue from operations in the amount of $57,134 during the three months ended (as well as year ended) March 31, 2019. All revenue is from the sale of the Company’s Tauri-Gum TM The Company recognized $1,118 of revenue from discontinued operations during the year ended March 31, 2018 which was related to the sales of the HERMAN® lip balm product. Sales Refunds The Company’s refund policy allows customers to return product for any reason except where the customer does not like the taste of the product. The customer has 30 days from the date of purchase to initiate the process. Returns are limited to one return or exchange per customer. Only purchases up to $100 qualify for a refund. Approved return/refund requests are typically processed within 1-2 business days. For product purchases made through a Tauri-Gum TM Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2019, the Company’s cash on deposit with financial institutions exceeded the total FDIC insurance limit of $250,000. At March 31, 2019 and 2018, the Company had a cash balance of $385,943 and $12,291, respectively. Although the Company’s cash balance did exceed the total FDIC insurance limit of $250,000, the Company anticipated using cash in excess of insurance in the very short-term. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution and evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of March 31, 2019 and 2018. Investment in Trading Securities Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded warrants of these companies should there be a market for them. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other income or loss. Investment – Cost Method Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320. As of March 31, 2019, the Company has not impaired any of their cost method investments. Inventory Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering for orders of single packs of Tauri-Gum TM TM TM Property and Equipment Property and equipment are 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 Income (Loss) Per Common Share The Company computes per share amounts in accordance with FASB ASC Topic 260 “ Earnings per Share Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “ Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “E quity-Based Payments to Non-Employees 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. 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 it’s 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 $13,924 for the year ended March 31, 2019 compared to $10,068 for the prior year. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-Gum TM Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 – quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. 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, investments, short-term notes payable, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the consolidated Balance Sheets 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 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 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 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 I 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. 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 for the year ended March 31, 2018. This adoption of this accounting pronouncement had no effect on the year ended March 31, 2019 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the year ended March 31, 2018, with no effect on the year ended March 31, 2019. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the year ended March 31, 2018 and no deemed dividend for the year ended March 31, 2019. The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) 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 (iii) 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. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017. Share settled debt The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement to be carried at fair value unless other accounting guidance specifies another measurement attribute. The Company has determined that ASC 835-30 is the appropriate accounting guidance for the share-settled debt, which is what was done by setting up the debt discount which is to be amortized to interest expense over the term of the instrument. Amortization of discounts are to be amortized using the effective interest method over the term of the note. ASC 480-10-25-14 requires liability accounting for (1) any financial instrument that embodies and unconditional obligation to transfer a variable number of shares or (2) a financial instrument other than an outstanding share that embodies a conditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on any of the following: 1. A fixed monetary amount known at inception (e.g. stock settled debt); 2. Variations in something other than the fair value of the issuer’s equity shares (e.g. a preferred share that will be settled in a variable number of common shares with tits monetary value tied to a commodity price); and 3. Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves inversely to the value of the issuer’s shares (e.g. net share settled written put options, net share settled forward purchase contracts). Notwithstanding the fact that the above instruments can be settled in shares, FASB concluded that equity classification is not appropriate because instruments with those characteristics do not expose the counterparty to risks and rewards similar to those of an owner and, therefore do not create a shareholder relationship. The issuer is instead using its shares as the currency to settle its obligation. The Company has multiple notes that contain discount provisions whereby the holder can exercise conversion rights at a discount to the market price for a 15-day trailing period based on the market volume average weighted price. ASC 470-20 defines this as a beneficial conversion feature which that shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value, not to exceed the face value of the note, to additional paid in capital. This segmented value, is to be amortized using the effective interest method over the term of the note. 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 As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of March 31, 2019. Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” In February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) 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. The Company has adopted this standard as of April 1, 2019 and does not believe there will be a material impact on the adoption of this guidance on their consolidated financial statements (See Note 6). There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. Subsequent Events In accordance with ASC 855 “ Subsequent Events |
Inventory
Inventory | 12 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 3– INVENTORY Inventory from continuing operations Inventory value by product as of: March 31, 2019 March 31, 2018 Tauri-Gum TM $ 10,872 $ - Total Inventory $ 10,872 $ - Deposits to Per Os Bio in the amount of $105,000 for the manufacturing costs of Tauri-Gum TM Inventory from discontinued operations As a result of the quality control issues regarding the packaging of the lip balm, the Company had written off the remaining inventory of $16,897 as of March 31, 2018 while it attempted to complete the re-design of the packaging of this product, since it had been determined that the initial units were not usable. The Company had removed the product from its website and attempted to work with the manufacturer to resolve these issues; however, the Company and the manufacturer were unable to resolve the packaging issues, and, as a result, discontinued the operations of this subsidiary. Subsequently, the Company exchanged its 50% ownership in Ice+Jam, LLC for the balance of the non-controlling interest as of March 31, 2019. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 4– DISCONTINUED OPERATIONS On March 31, 2019, the Company decided to discontinue operations relative to its HERMAN© Lip balm product line. After much effort the Company was unable to resolve manufacturing issues as it related to it its lip balm tube mechanism. The Company did not believe that these issues will be resolvable without a substantial investment of time and money. Therefore, the Company exchanged their 50% ownership in Ice+Jam, LLC for the balance of the non-controlling interest as of March 31, 2019. TAURIGA SCIENCES, INC. AND SUBSIDIARY STATEMENTS OF DISCONTINUED OPERATIONS For the years ended March 31, 2019 2018 Income Product sales $ - $ 1,048 Shipping Income - 140 Total Income - 1,188 Cost of Goods Sold Cost of Goods Sold - 609 Inventory shrinkage - 19,219 Shipping Expense - 106 Total Cost of Goods Sold - 19,934 Gross Profit - (18,746 ) Expenses Other 2,196 - Consult Fees - Other - 40,478 Marketing expense - 16,716 Research & Development - 1,372 Total Expenses 2,196 58,567 Net Loss $ (2,196 ) $ (77,313 ) TAURIGA SCIENCES, INC. AND SUBSIDIARY BALANCE SHEETS FROM DISCONTINUED OPERATIONS March 31, 2019 March 31, 2018 Assets from discontinued operations $ 581 $ 581 Liabilities from discontinued operations $ 5,522 $ 5,522 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5– PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: March 31, 2019 March 31, 2018 Estimated Life Computers, office furniture and other equipment $ 69,808 $ 59,051 3-5 years Less: accumulated depreciation (56,798 ) (56,560 ) Net $ 13,010 2,491 On June 29, 2018, the Company purchased four Blink Level 2 – 40” pedestal chargers for permanent placement in one or more retail locations whereby the Company will share revenue from these electric car vehicle charging units with such location owner. No depreciation expense has been recorded for the charging units as of March 31, 2019 due to the fact that they have not been placed in service. The Company has suspended plans to install these units at any location. The Company has decided to focus all efforts on its Tauri-Gum TM During the year ended March 31, 2019 the Company disposed computer equipment valued at $1,632 recognizing a loss on disposal of $907. |
Commitments
Commitments | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 – COMMITMENTS Ice + Jam On December 23, 2016, the Company entered into a License Agreement with Ice + Jam, which was further extended to December 23, 2019. Under terms of the License Agreement, the Company was to market Ice + Jam’s proprietary cupuaçu butter lip balm sold under the trademark HerMan® Rent On December 1, 2017, the Company relocated its corporate headquarters from Danbury, Connecticut to New York, New York. The Company has entered into a two-year lease at $1,010 per month for the term of the lease. The Company recorded rent expense of $13,404 for the year ended March 31, 2019 compared to $5,794 for the prior year. The remaining lease obligation for fiscal year 2020 is $8,080. The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance on April 1, 2019. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $18,730 and $1,978 as of April 1, 2019. Any difference between the additional lease assets and lease liabilities, net of the deferred tax impact, will be recorded as an adjustment to retained earnings. The standard is not expected to materially impact our consolidated net earnings and had no impact on cash flows. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 7 – 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 whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments were to be retained by Pilus Energy as additional consideration for the sale, which was reflected as a contingent liability on the Company’s 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 March 31, 2019, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy. 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 achieving 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. On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares were recorded at a value of $24,750 ($0.0495 per share) as a loss on settlement in the Company’s consolidated financial statements. |
Derivative Liabilities Embedded
Derivative Liabilities Embedded in Convertible Notes | 12 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities Embedded in Convertible Notes | NOTE 8 – DERIVATIVE LIABILITIES EMBEDDED IN CONVERTIBLE NOTES The Company has 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 under a 15 day look back period for conversion purposes. The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, “ Derivatives and Hedging; Embedded Derivatives 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 The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) 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 (iii) 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. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017. 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 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 I 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. 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. The Company was not affected by the adoption of ASU 2017-11 for the year ended March 31, 2019 as they had no instruments that would be impacted by this pronouncement, compared to a gain on derivative liability in the amount of $271,280 for the year ended March 31, 2018. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the year ended March 31, 2017. The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) 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; and (iii) the 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. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017. |
Notes Payable to Individuals An
Notes Payable to Individuals And Companies | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable to Individuals And Companies | NOTE 9 – NOTES PAYABLE TO INDIVIDUALS AND COMPANIES Notes payable and convertible notes consisted of the following as of: March 31, 2019 March 31, 2018 Alternative Strategy Partners PTE Ltd.- Sep 2015 (a) $ 90,000 $ 90,000 GS Capital Partners, LLC – Oct 2017 (b) - 105,000 GS Capital Partners, LLC – March 2018 (c) - 48,000 GS Capital Partners LLC – May 2018 (d) - - GS Capital Partners, LLC – October 2018 (e) 180,000 - Adar Alef, LLC – December 2018 (f) - - Eagle Equities, LLC – January 2019 (g) - - GS Capital Partners, LLC – March 2019 (h) 300,000 - Note to an Individual – February 2013 (i) - 15,000 Total notes payable and convertible notes 570,000 258,000 Less - note discounts (356,125 ) (3,153 ) Less - current portion of these notes (213,875 ) (254,847 ) Total notes payable and convertible notes, net of discounts $ - $ - (a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from Alternative Strategy Partners PTE Ltd. (“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. (“Eishin”), but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company 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 note. Additionally, the Company has not received any shares in Eishin 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 March 31, 2019, this note had accrued interest of $23,468. On May 29, 2019, the Company and ASP, entered into an agreement whereby this note and accrued interest were fully satisfied in exchange for the Company agreeing to transfer and assign to ASP all rights, title and interest it has or may have in securities of Eishin, and to do all things necessary to effect such transfer. Since these rights were not valued on the Company’s balance sheet the Company will record a gain on extinguishment of debt in the amount of $113,468 during the three months ended June 30, 2019. (b) On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. (c) On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty. (d) On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty. (e) On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of March 31, 2019 was $6,194. (f) On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. On March 18, 2019, the note holder converted the full face value of the note in the amount of $55,000 including accrued interest of $1,039 for 1,569,717 shares ($0.0357 per share) (g) On January 23, 2019, the Company and Eagle Equities, LLC (“Eagle Equities”) consummated entry into a Securities Purchase Agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which is reflected as interest expense in the Company’s consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 were deducted from cash proceeds of the note payable to investor’s counsel. Under the note, the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter to reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the Average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the fifteen prior trading days, including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date. Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-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, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share. The Company and Eagle Equities entered into a side letter agreement contemporaneous to the securities purchase agreement and the note. Under the terms of the side letter, Eagle Equities acknowledges that the Company currently has an insufficient number of authorized shares of Common Stock available to reserve the required number of shares of Common Stock for conversion of the note. In order to remedy this share reservation and conversion issue, the Company has agreed that it shall use commercially reasonable efforts to obtain shareholder approval on or before April 15, 2019 to amend its articles of incorporation to increase its authorized share capital to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of Eagle Equities under the securities purchase agreement and the note. Eagle Equities further agreed that until the earlier to occur of (i) the increase in the Company’s authorized share capital or (ii) April 15, 2019, it shall not and has no right to seek, provide notice of or demand any conversions under the Note, seek additional shares of Common Stock, or to claim a default, damages or other penalties thereunder. On March 25, 2019, the note holder converted the full note principal of $62,000 and $840 of accrued interest for 1,391,045 shares ($0.045175 per share). (h) On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital Partners, LLC, with a maturity date of March 13, 2020. The GS Capital Note carries $20,000 original issue discount (OID) and, as such, the initial net proceeds to the Company was $280,000. In connection with this agreement, the Company is obligated to issue 750,000 commitment shares having a value of $142,500 ($0.19 per share) which is reflected as interest expense in the Company’s consolidated statement of operations during the year ended March 31,2019. These shares were not issued as of March 31, 2019. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock at a price for each share of Common Stock equal to 68% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the fifteen (15) prior trading days. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the full face value of the note which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. The GS Capital Note may be redeemed by the Company during the first six months from execution, as follows: (i) if the redemption is within the first 90 days, then for an amount equal to 120% of the unpaid principal amount, with any accrued interest; (ii) if the redemption is after the 91st day, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount, with any accrued interest. The GS Capital Note may not be redeemed after 180 days from the date of execution. At March 31, 2019, this note had accrued interest of $1,118. Also, in conjunction with this note, the 213,334 five-year cashless warrants, associated with the June 27, 2017, $80,000 5% one-year note were fully cancelled. (i) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its consolidated statement of operations. During the year ended March 31, 2019, the Company issued 5,946,516 shares of common stock to holders of convertible notes to retire $187,000 in principal and $13,718 of accrued interest (at an average conversion price of $0.03375 per share) under the convertible notes. During the year ended March 31, 2018, the Company paid $141,000 and $43,819 of note principal and accrued interest, respectively. During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes. During the year ended March 31, 2018, the Company paid cash of $347,681 to retire convertible note principal and cash of $145,550 to repay interest and prepayment penalties. Interest expense for the year ended March 31, 2019 was $138,087 compared to $291,610 for the prior year. Accrued interest at March 31, 2019 and March 31, 2018 was $30,780 and $33,875, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 10 – 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 1,013,334 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 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 586,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017. On October 6, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $137,500. This investment is structured as an equity private placement of 1,466,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued December 19, 2017. As a result of the Company’s joint venture with Ice + Jam, a receivable and a payable was recorded on the Company’s books. As of December 31, 2018, these amounts represented cash Ice + Jam collected from sales of HerMan® |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock As of March 31, 2019, the Company is authorized to issue 100,000,000 shares of its common stock. As of March 31, 2019 and June 26, 2019, there were 68,123,326 and 72,925,920 shares, respectively of common stock issued and outstanding which includes all adjustments for fractional shares. Fiscal Year 2018 During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes. During the year ended March 31, 2018, the Company issued 1,885,715 shares of common stock to a private investor for an aggregate value of $177,500 (at $0.0975 per share). During the year ended March 31, 2018, the Company issued 1,600,000 shares of common stock to Seth Shaw, the Company’s Chief Executive Officer, for an aggregate value of $150,000 ($0.09375 per share). During the year ended March 31, 2018, the Company issued 1,926,667 shares of common stock for services rendered and to be rendered 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, 2018, the Company issued 1,133,334 shares of common stock as commitment fees to noteholders at an aggregate value of $86,600 ($0.075 per share). During the year ended March 31, 2018, the Company issued 1,553,334 shares of common stock for debt and legal settlements at an aggregate value of $75,050 ($0.045 per share). During the year ended March 31, 2018, the Company issued 868,000 shares of common stock to former officers and directors for amounts previously accrued at an aggregate value of $173,999 ($0.2025 per share). Fiscal Year 2019 During the year ended March 31, 2019 the Company issued 3,130,000 shares of its restricted common stock to consultants under consulting agreements. During the year ended March 31, 2019, the Company issued 5,946,516 shares of restricted common stock to noteholders for the conversion of debt and accrued interest having a value of $200,718 (at an average conversion price of $0.03375 per share). During the year ended March 31, 2019, the Company issued 5,686,667 shares of common stock ($0.02 to $0.06 per share) for aggregate proceeds of $301,200. During the year ended March 31, 2019, the Company issued 500,000 commitment shares for debt financing ($0.042 per share) valued at $21,000. During the year ended March 31, 2019, the Company issued 95,667 shares for the settlement of debt $20,004. On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares were recorded at a value of $24,750 ($0.0495 per share) as a loss on settlement in the Company’s consolidated financial statements. 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 and (b) 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 $296,705 and $701,347 in stock-based compensation expense related to these agreements in the year ended March 31, 2019 and 2018. Warrants for Common Stock The following table summarizes warrant activity for the years ended March 31, 2019 and 2018: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2017 1,220,277 $ 1.50 3.16 Years $ - Granted 213,334 0.2625 4.99 Years - Expired - - Exercised - - Canceled - $ - $ - Outstanding at March 31, 2018 1,433,611 $ 1.06 3.02 Years $ - Granted - - - Expired (223,335 ) 0.2843 Exercised - - Canceled - - Outstanding and exercisable March 31, 2019 1,210,276 $ 1.20 1.28 Years $ - The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model below. The Company had no warrants issued during the year ended March 31, 2019. Year Ended Volatility 108.6 % Risk-free rate 1.24 % Dividend - Expected life of warrants 5.00 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 213,334 five-year cashless warrants with an exercise price of $0.2625 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 was amortized over a period of one-year. These warrants were cancelled as part of the convertible note agreement which the Company entered into with GS Capital Partners, LLC on March 14, 2019 in the amount of $300,000 (See Note 9 section h). During the three months ended March 31, 2019, 10,001 three-year warrants expired which were awarded to investors in conjunction with security purchase agreements. These warrants had a strike price of $0.75. Stock Options On February 1, 2012, the Company awarded to each of two executives’, one current and one former, options to purchase 66,667 common shares, an aggregate of 133,334 shares. These options vested immediately and were for services performed. The following table summarizes option activity for the years ended March 31, 2019 and 2018: Shares Weighted- Weighted Aggregate Outstanding at March 31, 2017 133,334 $ 7.50 4.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2018 133,334 $ 7.50 3.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at March 31, 2019 133,334 $ 7.50 2.85 Years $ — |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 12 – 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. The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31, 2019 and 2018: 2019 2018 Federal income taxes at statutory rate 21.00 % 31.00 % State income taxes at statutory rate 0.00 % 0.00 % Temporary differences 1.48 % 373.84 % Permanent differences 0.24 % (236.65 )% Impact of Tax Reform Act (167.44 )% (52.13 )% Change in valuation allowance 144.72 % 116.06 % Totals 0.00 % 0.00 % Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of March 31, 2019 March 31, 2018 Deferred tax assets: Net operating losses before non-deductible items $ 3,685,807 $ 5,128,565 Loss on disposal of fixed assets 355 243 Stock-based compensation 209,591 217,418 Unrealized gains or losses on investments (4,258 ) 61,979 Total deferred tax assets 3,891,495 5,408,205 Less: Valuation allowance (3,891,495 ) (5,408,205 ) Net deferred tax assets $ - $ - At March 31, 2019, the Company had a U.S. net operating loss carryforward in the approximate amount of $17.6 million available to offset future taxable income through 2038. 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 valuation allowance decreased by $1,516,710 in the year ended March 31, 2019 and decreased by $138,795 in the year ended March 31, 2018. The decreases were the result of the tax effects of the Tax Cuts and Jobs Act (the “TCJA”) offset by taxable losses net of timing differences in each of the years. On December 22, 2017, Public Law 115-97, informally referred to as the TCJA was enacted into law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. The effective rate for the year ended March 31, 2018 was 31% as the rate was changed effective January 1, 2018 to the lower rate. Also, mandatory repatriation of untaxed foreign earnings and profits will be taxed at 15.5% to the extent the underlying assets are liquid and 8% on the remaining balance. There are other provisions to the TCJA, such as conversion of a worldwide system to a territorial system, limitations on interest expense and domestic production deductions, which will be effective in fiscal 2019. |
Investments
Investments | 12 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | NOTE 13 – INVESTMENTS Trading securities For investments in securities of other companies that are owned, the Company records them at fair value with unrealized gains and losses reflected in other operating income or loss. For investments in these securities that are sold by us, the Company recognizes the gains and losses attributable to these securities investments as realized gains or losses in other operating income or loss on a first in first out basis. Investment in Trading Securities: At March 31, 2018* Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) Green Innovations Ltd (GNIN)** (a) $ 250,000 $ - $ (6,815 ) - - $ (243,185 ) $ - VistaGen Therapeutics Inc (VTGN) (b) - 490,117 - 490,117 306,207 - (183,910 ) Blink Charging Co (BLNK) (c) - 190,350 - 190,350 123,750 - (66,600 ) Blink Charging Co (BLNKW) (Warrants) (c) - 900 - 900 31,545 - 30,645 Aytu BioScience Inc (AYTU) (d) - 82,270 - 82,270 119,947 - 37,677 Lightbridge Corp. (LTBR) (e) - 37,511 - 37,511 29,250 - (8,261 ) Totals $ 250,000 $ 801,148 $ (6,815 ) $ 801,148 $ 610,699 $ (243,185 ) $ (190,449 ) * ** During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security At March 31, 2019 Company Beginning Purchases Sales End of Fair Realized Unrealized Green Innovations Ltd (GNIN)* (a) $ - - $ - $ - $ - $ - $ - VistaGen Therapeutics Inc (VTGN) (b) 490,117 349,498 (517,485 ) 287,500 294,400 (34,630 ) 6,900 Blink Charging Co (BLNK) (c) 190,350 151,666 (367,142 ) - - 25,126 - Blink Charging Co (BLNKW) (Warrants) (c) 900 162,215 (468,496 ) - - 305,381 - Aytu BioScience Inc (AYTU) (d) 82,270 100,030 (144,094 ) - - (38,206 ) - Lightbridge Corp. (LTBR) (e) 37,511 299,028 (276,159 ) - - (60,380 ) - Pulmatrix Inc. (PULM) (f) - 204,802 (183,737 ) - - (21,065 ) - Axovant Sciences Ltd. (AXON) (g) - 103,938 (98,433 ) - - (5,505 ) - Basanite Inc. (BASA) (h) - 42,998 (10,821 ) 30,000 56,000 (2,177 ) 26,000 Achieve Life Sciences (ACHV) (i) - 177,356 (112,221 ) - - (65,135 ) - Decision Diagnostics (DECN) (j) - 20,479 (16,893 ) - - (3,586 ) - Totals $ 801,148 $ 1,612,010 $ (2,195,481 ) $ 317,500 $ 350,400 $ 99,823 $ 32,900 *** *** Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was accumulative unrealized gain on trading securities of $223,349 on these investments. (a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the year ended March 31, 2019, there was a realized gain of $125. (b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. As of March 31, 2019, these shares were not on deposit with the Company’s broker of record. As of March 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. (c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381. (d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 on this holding. (e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. (f) During the year ended March 31, 2019, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the year ended March 31, 2019, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. (g) During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. (h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). During the year end March 31, 2019, the Company had an unrealized gain of $26,000. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. As March 31, 2019, these shares were not on deposit held with the Company’s broker of record. (i) During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. (j) During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. At March 31, 2019, the Company held warrants for AYTU to purchase 5,555 common shares at a strike price of $10.80 with an expiration of March 6, 2023. The strike price and number of shares were adjusted for the August 10, 2018, 1 for 20 reverse stock-split. At March 31, 2019, these warrants were out of the money by $10.01 per share and are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid. At March 31, 2019, the Company currently holds warrants for VTGN to purchase 320,000 shares of common stock at a strike price of $1.50 per share with an expiration of December 13, 2022 and warrants for VTGN to purchase 230,000 shares of common stock at a strike price of $1.50 per share with an expiration of February 28, 2022. At March 31, 2019, these warrants were even money where the stock closing price was equal to the option strike price. Since these warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid. Digital Currency During the year ended March 31, 2018, the Company completed cumulative purchases in the Groestlcoin cryptocurrency in the aggregate amount of $35,000 for 27,919.133 units ($0.79 per unit). (Crypto Currency Code: GRS). The purchase of this currency cannot be executed directly using $USD. The Company must purchase Bitcoin (BTC) and then purchase the Groestlcoin cryptocurrency by using BTC. This two-step process triggers the potential recognition of realized gains or losses on the purchase of Groestlcoin. For the year ended March 31, 2018 the Company realized a loss of $2,859 on exchange from BTC reflected as other operation income. The investment in Groestlecoin has a cost of $31,481 net of fees, unrealized loss of $9,425 and a fair value of $22,056. On April 2, 2018, the Company completed a purchase in the Groestlcoin cryptocurrency in the aggregate amount of $8,000 for 11,922.81 units ($0.6569 per unit). On July 15, 2018, the Company sold all of its 39,862 units of Groestlcoin cryptocurrency converting it into 4.17 units of BTC having a value of $32,230. On August 20, 2018, the Company converted its BTC to gold bullion and silver coins at a value of $26,783. Digital Currency (Continued) On August 25, 2018, the Company sold all gold and silver commodities held for a sum of $24,046, recognizing a loss on the transaction of $2,737. During the year ended March 31, 2019, had an unrealized loss on digital currency of $3,143 prior to the conversion to the gold and silver. Equity investments Honeywood Effective August 1, 2017, the Company entered into a Debt Conversion Agreement in respect to a secured promissory note issued following the unwinding of the Honeywood acquisition (See NOTE 1), whereby the Company agreed to convert the entire principal and accrued but unpaid interest due under the note into a 5% membership interest in Honeywood. The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with FASB ASC 320-10-35-28, “ Investments—Debt and Equity Securities, Cost investments Küdzoo, Inc. On September 4, 2018, the Company invested $15,000 in Küdzoo, Inc. (“Küdzoo”), a privately held company. Küdzoo is the developer of a mobile application that rewards students for their grades and achievements with deals and opportunities. The investment is recorded at cost and represents 0.2% of the value of Küdzoo based on a pre-money valuation of $7,500,000. On March 21, 2019, the Company invested $22,500 in Küdzoo. This investment was recorded at cost and represents 0.22% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. On April 8, 2019, the Company invested another $20,400, which was recorded at cost representing a 0.42% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. The Company tested the investment value for Küdzoo as of March 31, 2019 for impairment. It was noted that the value of the company has increased based on recent equity raises in which the Company took part in. As a result of the new equity raises, the Company does not believe there is any impairment of this investment as of March 31, 2019. Serendipity On October 31, 2018, the Company invested $35,000 in Serendipity Brands LLC (dba Serendipity Ice Cream Co.) (“Serendipity”), a privately held Company. Serendipity is an ice cream distribution company providing wholesale distribution to retail customers. The investment was recorded at cost and represents 0.24% of the value of Serendipity based on a pre-money valuation of approximately $14 million. The Company tested the investment value for Serendipity as of March 31, 2019 for impairment. It was noted that the value of the company has maintained its value through reviews of their financial performance, therefore, the Company does not believe there is any impairment of this investment as of March 31, 2019. |
Litigation
Litigation | 12 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 14 – LITIGATION On November 9, 2017, the Company entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) in connection with the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al.) before the United States District Court of the District of New Jersey, Civil Action No. 3:16-cv-06285 (the “Action”) to resolve all claims between the parties in the Action for aggregate consideration to the Company of $2,050,000. Also, as part of the Settlement Agreement, the defendants agreed to release any and all claims against the Company. Upon receipt of the Settlement Payment, the Company dismissed the Action with prejudice. The settlement amount was funded in its entirety by professional liability insurance for the defendants. The Company and the defendants also exchanged general releases of all claims against the other as part of the Settlement Agreement, including any potential derivative actions, and to avoid any future public comments on the Action, unless required by law. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 15 – FAIR VALUE MEASUREMENTS The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2019 and 2018: March 31, 2019 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 350,400 $ - $ - $ 350,400 Cost method investment – Küdzoo $ - $ - $ 37,500 $ 37,500 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 March 31, 2018 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 610,699 $ - $ - $ 610,699 Investment in digital currency $ 22,056 $ - $ - $ 22,056 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),” |
Concentrations
Concentrations | 12 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 16 – CONCENTRATIONS During the year ended March 31, 2019, we have one supplier for 100% of our product who is also the manufacturer of Tauri-Gum TM For the year ended March 31, 2019, one customer accounted for 97% of product sales from continuing operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS Common Stock Subsequent to March 31, 2019, the Company issued additional shares of common stock as follows: (i) 1,200,000 shares under distribution agreements (noted below); (ii) 888,308 shares for conversion of debt; (iii) 250,000 shares issued to Vice President of Distribution and Marketing; (iv) 1,000,000 shares issued for services rendered; (v) 750,000 shares for debt commitment and (vi) 714,286 shares under stock purchase agreements in consideration for $45,000 (average of $0.063 per share) to accredited investors that are unrelated third parties. Corporate On June 10, 2019, the Company formed a wholly owned subsidiary, Tauriga Sciences Limited, with the registrar of Companies for Northern Ireland. Tauriga Sciences Limited is a private limited Company. The entity was established in conjunction with online merchant services. In conjunction to this new entity the Company entered into a two-year lease commencing on June 11, 2019 and expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). Tauri-Gum TM On April 9, 2019, the Company announced that it is developing a special miniaturized version of Tauri-Gum TM The Company is also working on CBD Gum-Infused Lollipops and gummi products. During April 2019, the Company filed for trademark for TAURI-GUMMI TM TM E&M Distribution Agreement In connection with the E&M Distribution Agreement related to the sale and distribution of our Tauri-Gum TM South Florida Region Distribution Agreement On April 8, 2019, the Company entered into a non-exclusive distribution agreement with IRM Management Corporation, an established medical practice management firm, the purpose of which is to target our Tauri-Gum™ product to the South Florida based medical market, including chiropractors, orthopedists, as well as prospective retail customers in this geographic area. In connection with the IRM Distribution Agreement, the Company has also agreed to a one-time issuance of 450,000 shares of the Company’s restricted common stock and a cash stipend of $10,000 to IRM. As of the date of this report, $2,000 of the $10,000 cash stipend has been paid. The value of the shares will be reflected in stock-based compensation based on the grant date of April 8, 2019. North Eastern United States Distribution Agreement On April 30, 2019, the Company, entered into the SKL Agreement with Sai Krishna LLC, with the intention of increasing and accelerating market penetration of the Company’s Tauri-Gum TM TM Vice President of Distribution & Marketing On May 11, 2019, the Company entered into a consulting agreement pursuant to the terms of the SKL distribution agreement, whereby Ms. Neelima Lekkala was appointed Vice President of Distribution & Marketing. This agreement has a one year term and may be extended based upon mutual agreement of Ms. Lekkala and the Company. Ms. Lekkala will focus her efforts on the expansion of Tauri-Gum TM TM Convertible Notes GS Capital Partners, LLC May and June – 2019 Notes On May 24, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of May 23, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on May 24, 2019. The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 56% instead of 66% while that “Chill” is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS 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 this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. The Company may not redeem the GS Capital Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company’s stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 3,327,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the “Share Reserve”) within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. On June 7, 2019, GS Capital Partners, LLC converted $40,000 of principal and $1,973 of accrued interest into 888,308 shares of common stock pursuant to the October 25, 2018 one-year $180,000 convertible note. On June 21, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of June 21, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on June 21, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 56% instead of 66% while that “Chill” is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS 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 this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. The Company may not redeem the GS Capital Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company’s stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 2,650,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the “Share Reserve”) within 5 days from the date of execution, and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. Notes Payable ASP September 2015 Note On May 29, 2019, the Company and ASP consummated the retirement of that certain $180,000 face value non-convertible bridge loan agreement (“ASP Loan Agreement”), which had been entered into by the Company and ASP on September 23, 2015. As disclosed on the Company’s quarterly report on Form 10-Q (filed January 21, 2019), the ASP Loan Agreement matured in December 2015 and carried a liability (principal and accrued interest) on the Company’s books of $113,468. By way of background, under the terms of the ASP Loan Agreement, $90,000 (of the 180,000 principal loan) was to be wired by ASP directly to Eishin, a Japanese based consumer product firm, in exchange for an equity stake in Eishin by the Company; however, the remaining $90,000 was never documented or evidenced as being sent, and the Company never received any shares of common or other class of stock in Eishin, which formed the basis of the Company’s disputed balance with ASP. In settlement of the aggregate sums claimed to be owed by ASP under the ASP Loan Agreement, the Company agreed to transfer and assign to ASP all right, title and interest it has or may have in securities of Eishin, and to do all things necessary to effect such transfer and assignment under Japanese law upon ASP’s written request, which shall be at ASP’s sole reasonable expense. As a result, the Company and ASP agreed and acknowledged that they shall have no debt, liability or any obligation between them and that the ASP Loan Agreement is immediately retired (except with respect to the assignment and transfer of the Eishin shares noted above). The $113,468 liability has been removed from the Company’s balance sheet, as will be reflected in the Company’s next quarterly report to be filed on Form 10-Q. Investments On April 8, 2019, the Company invested $20,400, in Küdzoo, Inc., a private Company in which the Company had previously invested $37,500. The $20,400 investment was recorded at cost representing a 0.2% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. Operating Lease Effective April 1, 2019, the Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance on April 1, 2019. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $18,730 and $1,978 as of April 1, 2019. Any difference between the additional lease assets and lease liabilities, net of the deferred tax impact, will be recorded as an adjustment to retained earnings. The standard is not expected to materially impact our consolidated net earnings and had no impact on cash flows. On June 11, 2019 the Company entered into a two-year lease, expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). In accordance with ASC 842 - Leases, effective April 1, 2019, the Company will record additional net lease right of use asset and a lease liability at present value of approximately $4,574, respectively as a result of this lease. The lease will be initially recorded using an exchange rate of 1.13. Any fluctuations in the currency rate will be recorded as gain or loss on currency translation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern During the fourth quarter of the year ended March 31, 2019, the Company began sales and marketing efforts for its Mint flavored Tauri-Gum TM During the year ended March 31, 2019, the Company discontinued its joint venture product HERMAN ® after nominal sales and prolonged issues with the manufacture. As a result, the entire inventory balance has been written off. The Company, in the short term, intends to continue funding its operations either through cash-on-hand or through financing alternatives. Management’s plans with respect to this include raising capital through equity markets to fund future operations as well as the sale of its remaining marketable securities which had a market value of $350,400 at March 31, 2019. In the event the Company does need to raise additional capital to fund and expand operations, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Currently, the Company has a limited amount of shares of common stock available to issue under its certificate of incorporation and may initiate the process of increasing the authorized stock. To amend the Company’s certificate of incorporation, including any increase in the number of shares the Company is authorized to issue, will require shareholder approval. If and when the Company initiates this process, the Company will file a proxy statement with the Securities and Exchange Commission and will provide shareholders with a physical or electronic copy, as permissible. Relevant information relating to this process will be included in such proxy statement. There is no guarantee that the Company will be able to obtain this shareholder approval to effectuate such charter amendment. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues in the short term 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 to achieve profitability thereby eliminating its reliance on alternative sources of funding. Though management believes that the Company is in the strongest position it has been in in several years there is still no guarantee the that profitable operations with sufficient cashflow to sustain operations can be achieved without the need of alternative financing, which is limited. These matters still raise significant doubt about the Company’s ability to continue as a going concern as determined by management. As a result of some investments made with proceeds from the Cowan lawsuit, the Company was able to recognize other income of $99,823, that partially offset their operating losses, resulting in a net loss in the amount of $1,097,439 for the year ended March 31, 2019 compared to a net loss of $74,801 during the prior year as a result of the lawsuit settlement. The Company has, however, needed to take on more debt leading up to the launch of Tauri-Gum TM |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga BDC. All intercompany transactions have been eliminated in consolidation. As of March 31, 2019, there is no activity in any of the Company’s subsidiaries other than Tauriga BDC holding the electric car chargers. |
Non-controlling Interests | Non-controlling Interests On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company marketed Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. On March 29, 2018 the Company, through Tauriga BDC, entered into an independent sales representative agreement with Blink to be a non-exclusive independent sales representative. Under the agreement with Blink, the Company may solicit orders from potential customers for EV charging station placement. Tauriga BDC will be compensated upon contracting for so long as the Company’s acquired prospect remains under contract. This sales agreement is a three-tier model based on whether Tauriga BDC contracts the new customer to purchase equipment outright from Blink or enter into one of two revenue-sharing agreements. In the case Tauriga BDC effectuates a sale of Blink equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga BDC secures a revenue sharing agreement with a customer where Blink remains the owner, Tauriga BDC will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. On June 29, 2018, the Company purchased four Blink Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The remainder of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2019, the Tauriga BDC has not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. During the three months ended March 31, 2019, the Company recognized its first sales of Tauri-Gum TM The Company recognizes revenue upon the satisfaction of the performance obligation. The Company considers the performance obligation met upon shipment of the product or delivery of the product. For ecommerce orders, the Company’s products are shipped by a fulfillment company and payment is made in advance of shipment either through credit card or PayPal. The Company also delivers the product to its customers that they market to in the metropolitan New York Tri-State area that are not covered under any existing distribution agreements. The Company generally collects payment within 30 to 60 days of completion of its performance obligation, and the Company has no agency relationships. The Company recognized revenue from operations in the amount of $57,134 during the three months ended (as well as year ended) March 31, 2019. All revenue is from the sale of the Company’s Tauri-Gum TM The Company recognized $1,118 of revenue from discontinued operations during the year ended March 31, 2018 which was related to the sales of the HERMAN® lip balm product. |
Sales Refunds | Sales Refunds The Company’s refund policy allows customers to return product for any reason except where the customer does not like the taste of the product. The customer has 30 days from the date of purchase to initiate the process. Returns are limited to one return or exchange per customer. Only purchases up to $100 qualify for a refund. Approved return/refund requests are typically processed within 1-2 business days. For product purchases made through a Tauri-Gum TM |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2019, the Company’s cash on deposit with financial institutions exceeded the total FDIC insurance limit of $250,000. At March 31, 2019 and 2018, the Company had a cash balance of $385,943 and $12,291, respectively. Although the Company’s cash balance did exceed the total FDIC insurance limit of $250,000, the Company anticipated using cash in excess of insurance in the very short-term. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution and evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of March 31, 2019 and 2018. |
Investment in Trading Securities | Investment in Trading Securities Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded warrants of these companies should there be a market for them. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other income or loss. |
Investment - Cost Method | Investment – Cost Method Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320. As of March 31, 2019, the Company has not impaired any of their cost method investments. |
Inventory | Inventory Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering for orders of single packs of Tauri-Gum TM TM TM |
Property and Equipment | Property and Equipment Property and equipment are 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 Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes per share amounts in accordance with FASB ASC Topic 260 “ Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “ Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “E quity-Based Payments to Non-Employees 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. |
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 it’s 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 $13,924 for the year ended March 31, 2019 compared to $10,068 for the prior year. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-Gum TM |
Fair Value Measurements | Fair Value Measurements ASC 820 “ Fair Value Measurements The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 – quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. 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, investments, short-term notes payable, accounts payable and accrued expenses. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the consolidated Balance Sheets 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 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 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 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 I 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. 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 for the year ended March 31, 2018. This adoption of this accounting pronouncement had no effect on the year ended March 31, 2019 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the year ended March 31, 2018, with no effect on the year ended March 31, 2019. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the year ended March 31, 2018 and no deemed dividend for the year ended March 31, 2019. The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) 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 (iii) 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. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017. |
Share Settled Debt | Share settled debt The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement to be carried at fair value unless other accounting guidance specifies another measurement attribute. The Company has determined that ASC 835-30 is the appropriate accounting guidance for the share-settled debt, which is what was done by setting up the debt discount which is to be amortized to interest expense over the term of the instrument. Amortization of discounts are to be amortized using the effective interest method over the term of the note. ASC 480-10-25-14 requires liability accounting for (1) any financial instrument that embodies and unconditional obligation to transfer a variable number of shares or (2) a financial instrument other than an outstanding share that embodies a conditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on any of the following: 1. A fixed monetary amount known at inception (e.g. stock settled debt); 2. Variations in something other than the fair value of the issuer’s equity shares (e.g. a preferred share that will be settled in a variable number of common shares with tits monetary value tied to a commodity price); and 3. Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves inversely to the value of the issuer’s shares (e.g. net share settled written put options, net share settled forward purchase contracts). Notwithstanding the fact that the above instruments can be settled in shares, FASB concluded that equity classification is not appropriate because instruments with those characteristics do not expose the counterparty to risks and rewards similar to those of an owner and, therefore do not create a shareholder relationship. The issuer is instead using its shares as the currency to settle its obligation. The Company has multiple notes that contain discount provisions whereby the holder can exercise conversion rights at a discount to the market price for a 15-day trailing period based on the market volume average weighted price. ASC 470-20 defines this as a beneficial conversion feature which that shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value, not to exceed the face value of the note, to additional paid in capital. This segmented value, is to be amortized using the effective interest method over the term of the note. |
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 As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of March 31, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” In February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) 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. The Company has adopted this standard as of April 1, 2019 and does not believe there will be a material impact on the adoption of this guidance on their consolidated financial statements (See Note 6). There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. |
Subsequent Events | Subsequent Events In accordance with ASC 855 “ Subsequent Events |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory value by product as of: March 31, 2019 March 31, 2018 Tauri-Gum TM $ 10,872 $ - Total Inventory $ 10,872 $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | TAURIGA SCIENCES, INC. AND SUBSIDIARY STATEMENTS OF DISCONTINUED OPERATIONS For the years ended March 31, 2019 2018 Income Product sales $ - $ 1,048 Shipping Income - 140 Total Income - 1,188 Cost of Goods Sold Cost of Goods Sold - 609 Inventory shrinkage - 19,219 Shipping Expense - 106 Total Cost of Goods Sold - 19,934 Gross Profit - (18,746 ) Expenses Other 2,196 - Consult Fees - Other - 40,478 Marketing expense - 16,716 Research & Development - 1,372 Total Expenses 2,196 58,567 Net Loss $ (2,196 ) $ (77,313 ) TAURIGA SCIENCES, INC. AND SUBSIDIARY BALANCE SHEETS FROM DISCONTINUED OPERATIONS March 31, 2019 March 31, 2018 Assets from discontinued operations $ 581 $ 581 Liabilities from discontinued operations $ 5,522 $ 5,522 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: March 31, 2019 March 31, 2018 Estimated Life Computers, office furniture and other equipment $ 69,808 $ 59,051 3-5 years Less: accumulated depreciation (56,798 ) (56,560 ) Net $ 13,010 2,491 |
Notes Payable to Individuals _2
Notes Payable to Individuals and Companies (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Individuals and Companies | Notes payable and convertible notes consisted of the following as of: March 31, 2019 March 31, 2018 Alternative Strategy Partners PTE Ltd.- Sep 2015 (a) $ 90,000 $ 90,000 GS Capital Partners, LLC – Oct 2017 (b) - 105,000 GS Capital Partners, LLC – March 2018 (c) - 48,000 GS Capital Partners LLC – May 2018 (d) - - GS Capital Partners, LLC – October 2018 (e) 180,000 - Adar Alef, LLC – December 2018 (f) - - Eagle Equities, LLC – January 2019 (g) - - GS Capital Partners, LLC – March 2019 (h) 300,000 - Note to an Individual – February 2013 (i) - 15,000 Total notes payable and convertible notes 570,000 258,000 Less - note discounts (356,125 ) (3,153 ) Less - current portion of these notes (213,875 ) (254,847 ) Total notes payable and convertible notes, net of discounts $ - $ - (a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from Alternative Strategy Partners PTE Ltd. (“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. (“Eishin”), but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company 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 note. Additionally, the Company has not received any shares in Eishin 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 March 31, 2019, this note had accrued interest of $23,468. On May 29, 2019, the Company and ASP, entered into an agreement whereby this note and accrued interest were fully satisfied in exchange for the Company agreeing to transfer and assign to ASP all rights, title and interest it has or may have in securities of Eishin, and to do all things necessary to effect such transfer. Since these rights were not valued on the Company’s balance sheet the Company will record a gain on extinguishment of debt in the amount of $113,468 during the three months ended June 30, 2019. (b) On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. (c) On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty. (d) On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty. (e) On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of March 31, 2019 was $6,194. (f) On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. On March 18, 2019, the note holder converted the full face value of the note in the amount of $55,000 including accrued interest of $1,039 for 1,569,717 shares ($0.0357 per share) (g) On January 23, 2019, the Company and Eagle Equities, LLC (“Eagle Equities”) consummated entry into a Securities Purchase Agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which is reflected as interest expense in the Company’s consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 were deducted from cash proceeds of the note payable to investor’s counsel. Under the note, the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter to reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the Average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the fifteen prior trading days, including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date. Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-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, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share. The Company and Eagle Equities entered into a side letter agreement contemporaneous to the securities purchase agreement and the note. Under the terms of the side letter, Eagle Equities acknowledges that the Company currently has an insufficient number of authorized shares of Common Stock available to reserve the required number of shares of Common Stock for conversion of the note. In order to remedy this share reservation and conversion issue, the Company has agreed that it shall use commercially reasonable efforts to obtain shareholder approval on or before April 15, 2019 to amend its articles of incorporation to increase its authorized share capital to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of Eagle Equities under the securities purchase agreement and the note. Eagle Equities further agreed that until the earlier to occur of (i) the increase in the Company’s authorized share capital or (ii) April 15, 2019, it shall not and has no right to seek, provide notice of or demand any conversions under the Note, seek additional shares of Common Stock, or to claim a default, damages or other penalties thereunder. On March 25, 2019, the note holder converted the full note principal of $62,000 and $840 of accrued interest for 1,391,045 shares ($0.045175 per share). (h) On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital Partners, LLC, with a maturity date of March 13, 2020. The GS Capital Note carries $20,000 original issue discount (OID) and, as such, the initial net proceeds to the Company was $280,000. In connection with this agreement, the Company is obligated to issue 750,000 commitment shares having a value of $142,500 ($0.19 per share) which is reflected as interest expense in the Company’s consolidated statement of operations during the year ended March 31,2019. These shares were not issued as of March 31, 2019. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock at a price for each share of Common Stock equal to 68% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the fifteen (15) prior trading days. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the full face value of the note which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. The GS Capital Note may be redeemed by the Company during the first six months from execution, as follows: (i) if the redemption is within the first 90 days, then for an amount equal to 120% of the unpaid principal amount, with any accrued interest; (ii) if the redemption is after the 91st day, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount, with any accrued interest. The GS Capital Note may not be redeemed after 180 days from the date of execution. At March 31, 2019, this note had accrued interest of $1,118. Also, in conjunction with this note, the 213,334 five-year cashless warrants, associated with the June 27, 2017, $80,000 5% one-year note were fully cancelled. (i) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its consolidated statement of operations. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Schedule of Warrants Activity | The following table summarizes warrant activity for the years ended March 31, 2019 and 2018: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2017 1,220,277 $ 1.50 3.16 Years $ - Granted 213,334 0.2625 4.99 Years - Expired - - Exercised - - Canceled - $ - $ - Outstanding at March 31, 2018 1,433,611 $ 1.06 3.02 Years $ - Granted - - - Expired (223,335 ) 0.2843 Exercised - - Canceled - - Outstanding and exercisable March 31, 2019 1,210,276 $ 1.20 1.28 Years $ - |
Schedule of Stock Options Activity | The following table summarizes option activity for the years ended March 31, 2019 and 2018: Shares Weighted- Weighted Aggregate Outstanding at March 31, 2017 133,334 $ 7.50 4.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2018 133,334 $ 7.50 3.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at March 31, 2019 133,334 $ 7.50 2.85 Years $ — |
Warrant [Member] | |
Schedule of Assumptions Under Black-Scholes Pricing Model | The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model below. The Company had no warrants issued during the year ended March 31, 2019. Year Ended Volatility 108.6 % Risk-free rate 1.24 % Dividend - Expected life of warrants 5.00 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31, 2019 and 2018: 2019 2018 Federal income taxes at statutory rate 21.00 % 31.00 % State income taxes at statutory rate 0.00 % 0.00 % Temporary differences 1.48 % 373.84 % Permanent differences 0.24 % (236.65 )% Impact of Tax Reform Act (167.44 )% (52.13 )% Change in valuation allowance 144.72 % 116.06 % Totals 0.00 % 0.00 % |
Schedule of Deferred Tax Assets | As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of March 31, 2019 March 31, 2018 Deferred tax assets: Net operating losses before non-deductible items $ 3,685,807 $ 5,128,565 Loss on disposal of fixed assets 355 243 Stock-based compensation 209,591 217,418 Unrealized gains or losses on investments (4,258 ) 61,979 Total deferred tax assets 3,891,495 5,408,205 Less: Valuation allowance (3,891,495 ) (5,408,205 ) Net deferred tax assets $ - $ - |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment in Trading Securities | Investment in Trading Securities: At March 31, 2018* Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) Green Innovations Ltd (GNIN)** (a) $ 250,000 $ - $ (6,815 ) - - $ (243,185 ) $ - VistaGen Therapeutics Inc (VTGN) (b) - 490,117 - 490,117 306,207 - (183,910 ) Blink Charging Co (BLNK) (c) - 190,350 - 190,350 123,750 - (66,600 ) Blink Charging Co (BLNKW) (Warrants) (c) - 900 - 900 31,545 - 30,645 Aytu BioScience Inc (AYTU) (d) - 82,270 - 82,270 119,947 - 37,677 Lightbridge Corp. (LTBR) (e) - 37,511 - 37,511 29,250 - (8,261 ) Totals $ 250,000 $ 801,148 $ (6,815 ) $ 801,148 $ 610,699 $ (243,185 ) $ (190,449 ) * ** During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security At March 31, 2019 Company Beginning Purchases Sales End of Fair Realized Unrealized Green Innovations Ltd (GNIN)* (a) $ - - $ - $ - $ - $ - $ - VistaGen Therapeutics Inc (VTGN) (b) 490,117 349,498 (517,485 ) 287,500 294,400 (34,630 ) 6,900 Blink Charging Co (BLNK) (c) 190,350 151,666 (367,142 ) - - 25,126 - Blink Charging Co (BLNKW) (Warrants) (c) 900 162,215 (468,496 ) - - 305,381 - Aytu BioScience Inc (AYTU) (d) 82,270 100,030 (144,094 ) - - (38,206 ) - Lightbridge Corp. (LTBR) (e) 37,511 299,028 (276,159 ) - - (60,380 ) - Pulmatrix Inc. (PULM) (f) - 204,802 (183,737 ) - - (21,065 ) - Axovant Sciences Ltd. (AXON) (g) - 103,938 (98,433 ) - - (5,505 ) - Basanite Inc. (BASA) (h) - 42,998 (10,821 ) 30,000 56,000 (2,177 ) 26,000 Achieve Life Sciences (ACHV) (i) - 177,356 (112,221 ) - - (65,135 ) - Decision Diagnostics (DECN) (j) - 20,479 (16,893 ) - - (3,586 ) - Totals $ 801,148 $ 1,612,010 $ (2,195,481 ) $ 317,500 $ 350,400 $ 99,823 $ 32,900 *** *** Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was accumulative unrealized gain on trading securities of $223,349 on these investments. (a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the year ended March 31, 2019, there was a realized gain of $125. (b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. As of March 31, 2019, these shares were not on deposit with the Company’s broker of record. As of March 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. (c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381. (d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 on this holding. (e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. (f) During the year ended March 31, 2019, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the year ended March 31, 2019, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. (g) During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. (h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). During the year end March 31, 2019, the Company had an unrealized gain of $26,000. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. As March 31, 2019, these shares were not on deposit held with the Company’s broker of record. (i) During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. (j) During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and 2018: March 31, 2019 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 350,400 $ - $ - $ 350,400 Cost method investment – Küdzoo $ - $ - $ 37,500 $ 37,500 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 March 31, 2018 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 610,699 $ - $ - $ 610,699 Investment in digital currency $ 22,056 $ - $ - $ 22,056 |
Basis of Operations (Details Na
Basis of Operations (Details Narrative) | Jan. 12, 2019USD ($)$ / sharesshares | Jun. 08, 2018shares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 12, 2018$ / sharesshares | Nov. 27, 2017 | Dec. 23, 2016USD ($)$ / sharesshares | Sep. 24, 2014USD ($) | Mar. 31, 2014USD ($) | Jan. 28, 2014USD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 22, 2016USD ($)shares | Mar. 10, 2014USD ($) |
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Reverse stock split, description | 1-for-75 reverse stock split | Ratio of 1-for-75 (the "Reverse Stock Split" | |||||||||||
Reverse stock split, shares | shares | 4,078,179,672 | ||||||||||||
Reduction in outstanding shares | shares | 54,380,230 | ||||||||||||
Profit sharing description | To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties were to share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | ||||||||||||
Sales revenue | $ | $ 1,188 | ||||||||||||
Written off inventory | $ | $ 16,897 | 16,897 | |||||||||||
Legal fees | $ | 4,500 | 31,300 | |||||||||||
Contingent liability | $ | $ 75,000 | $ 75,000 | |||||||||||
Previously Authorized Shares [Member] | |||||||||||||
Common stock, par value | $ / shares | $ 0.00001 | ||||||||||||
Common stock, shares authorized | shares | 7,500,000,000 | ||||||||||||
Open Therapeutics [Member] | |||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||
Restricted common stock issued during period, value | $ | $ 24,750 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.0495 | ||||||||||||
Contingent liability | $ | $ 75,000 | ||||||||||||
License Agreement [Member] | |||||||||||||
Restricted common stock issued during period | shares | 66,667 | ||||||||||||
Restricted common stock issued during period, value | $ | $ 27,500 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.4125 | ||||||||||||
Profit sharing description | The Company entered into a non-exclusive, 12-month license agreement (the "License Agreement") with Cleveland, Ohio based cosmetics products company Ice + Jam LLC ("Ice + Jam") to market Ice + Jam's proprietary cupuaçu butter lip balm, sold under the trademark HERMAN®. The two companies were to evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | ||||||||||||
License agreement extended term | 2 years | ||||||||||||
Definitive Agreement [Member] | Honeywood LLC [Member] | |||||||||||||
Cash advanced to related party | $ | $ 217,000 | ||||||||||||
Legal fees | $ | $ 178,000 | ||||||||||||
Termination Agreement [Member] | Honeywood LLC [Member] | |||||||||||||
Debt 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. | ||||||||||||
Honeywood Conversion Agreement [Member] | |||||||||||||
Accounts receivable written off | $ | 199,119 | ||||||||||||
Investment | $ | $ 0 | ||||||||||||
Honeywood Conversion Agreement [Member] | Ownership [Member] | |||||||||||||
Percentage of membership interest | 5.00% | ||||||||||||
Definitive Merger Agreement [Member] | Pilus Energy, LLC [Member] | |||||||||||||
Issuance warrants to purchase of common stock | shares | 1,333,334 | ||||||||||||
Business acquisition fair value | $ | $ 2,000,000 | ||||||||||||
Business acquisition description | In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) ("Open Therapeutics"), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing. | ||||||||||||
Sign memorandum of understanding and time of closing value | $ | $ 50,000 | ||||||||||||
Business acquisition of common stock | shares | 1,333,334 | ||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | |||||||||||||
Issuance warrants to purchase of common stock | shares | 385,569 | ||||||||||||
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 | ||||||||||||
Transfer Agreement [Member] | Warrants [Member] | Open Therapeutics [Member] | |||||||||||||
Issuance warrants to purchase of common stock | shares | 308,455 | ||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | |||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||
Restricted common stock issued during period, value | $ | $ 24,750 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.0495 | ||||||||||||
Contingent liability | $ | $ 75,000 | ||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | Ownership [Member] | |||||||||||||
Percentage of membership interest | 20.00% | ||||||||||||
April 9, 2019 [Member] | |||||||||||||
Retail price, per unit | $ / shares | $ 6.99 | ||||||||||||
April 1, 2019 [Member] | E&M Distribution Agreement [Member] | |||||||||||||
Payment received from delivery of product | $ | $ 54,000 | ||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | ||||||||||||
One time cash payment | $ | $ 125,000 | ||||||||||||
April 8, 2019 [Member] | South Florida Region Distribution Agreement [Member] | |||||||||||||
Restricted common stock issued during period | shares | 450,000 | ||||||||||||
Cash stipend | $ | $ 10,000 | ||||||||||||
Cash stipend paid | $ | $ 2,000 | ||||||||||||
April 30, 2019 [Member] | North Eastern United States Distribution Agreement [Member] | |||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | ||||||||||||
April 30, 2019 [Member] | North Eastern United States Distribution Agreement [Member] | Within Ten (10) Business Days of April 30, 2019 [Member] | Sai Krishna LLC (SKL) [Member] | |||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||
April 30, 2019 [Member] | North Eastern United States Distribution Agreement [Member] | Mr. Mahesh Lekkala [Member] | Within Ten (10) Business Days of April 30, 2019 [Member] | |||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||
April 30, 2019 [Member] | North Eastern United States Distribution Agreement [Member] | Sai Krishna [Member] | Within Ten (10) Business Days of April 30, 2019 [Member] | Sai Krishna LLC (SKL) [Member] | |||||||||||||
Restricted common stock issued during period | shares | 250,000 | ||||||||||||
April 30, 2019 [Member] | North Eastern United States Distribution Agreement [Member] | Sai Krishna [Member] | Within Ten (10) Business Days of August 1, 2019 [Member] | Sai Krishna LLC (SKL) [Member] | |||||||||||||
Restricted common stock issued during period | shares | 250,000 | ||||||||||||
April 30, 2019 [Member] | One Year Agreement [Member] | Sai Krishna LLC (SKL) [Member] | |||||||||||||
Number of shares expensed | shares | 250,000 | ||||||||||||
May 11, 2019 [Member] | SKL Distribution Agreement [Member] | |||||||||||||
Term of contract | 1 year | ||||||||||||
May 11, 2019 [Member] | SKL Distribution Agreement [Member] | Ms. Neelima Lekkala [Member] | |||||||||||||
Restricted common stock issued during period | shares | 250,000 | ||||||||||||
May 20, 2019 [Member] | SKL Distribution Agreement [Member] | Ms. Neelima Lekkala [Member] | |||||||||||||
Restricted common stock issued during period | shares | 18,275 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.0731 | ||||||||||||
Commission earned, percentage | 0.30 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 23, 2016 | Jun. 01, 2015 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Nov. 07, 2016 | Jul. 14, 2015 |
Sales revenue | $ 57,134 | $ 57,134 | |||||||
Gross profit | 20,006 | ||||||||
Change in working capital | $ 367,760 | 490,436 | 490,436 | 367,760 | |||||
Marketable securities, market value | 350,400 | 350,400 | |||||||
Other income | 99,823 | ||||||||
Net profit loss | 1,097,439 | 74,801 | |||||||
License agreement term, description | The Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. | ||||||||
Profit sharing description | To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties were to share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | ||||||||
Non-controlling interest | 2,196 | 2,196 | |||||||
Revenue from discontinued operations | (2,196) | (77,313) | |||||||
Refund to customers | 100 | 100 | |||||||
Cash FDIC insured amount | 250,000 | 250,000 | |||||||
Cash | 12,291 | 385,943 | 385,943 | 12,291 | $ 18 | ||||
Inventory asset | 10,872 | 10,872 | |||||||
Depoits | $ 105,000 | 105,000 | |||||||
Written off inventory | $ 16,897 | 16,897 | |||||||
Research and development costs | 13,924 | 10,068 | |||||||
Gain on derivative liability | 271,280 | ||||||||
Loss on extinguishment of debt | 271,280 | $ 271,280 | |||||||
Deemed dividend | 271,280 | ||||||||
7% Convertible Redeemable Note [Member] | Union Capital LLC [Member] | |||||||||
Debt, interest rate | 7.00% | ||||||||
Convertible redeemable debt principal amount | $ 104,000 | ||||||||
Convertible redeemable debt maturity date | Jun. 1, 2016 | ||||||||
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 | ||||||||
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member] | |||||||||
Debt, interest rate | 12.00% | ||||||||
Convertible redeemable debt principal amount | $ 96,000 | ||||||||
Original issue of discount | $ 16,000 | ||||||||
HERMAN Product [Member] | |||||||||
Revenue from discontinued operations | $ 1,118 | ||||||||
Ice + Jam LLC [Member] | |||||||||
Non-controlling interest percentage | 50.00% | 50.00% | |||||||
Maximum [Member] | |||||||||
Ownership interest percentage | 20.00% | 20.00% |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2019 |
Written off inventory | $ 16,897 | $ 16,897 | |
Ice+Jam, LLC [Member] | |||
Ownership interest percentage | 50.00% | ||
Tauri-GumTM [Member] | |||
Deposits | $ 105,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Total Inventory | $ 10,872 | |
Tauri-GumTM [Member] | ||
Total Inventory | $ 10,872 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | Mar. 31, 2019 |
Ice+Jam, LLC [Member] | |
Ownership interest percentage | 50.00% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Product sales | $ 1,048 | |
Shipping Income | 140 | |
Total Income | 1,188 | |
Cost of Goods Sold | 609 | |
Inventory shrinkage | 19,219 | |
Shipping Expense | 106 | |
Total Cost of Goods Sold | 19,934 | |
Gross Profit | (18,746) | |
Other | 2,196 | |
Consult Fees - Other | 40,478 | |
Marketing expense | 16,716 | |
Research & Development | 1,372 | |
Total Expenses | 2,196 | 58,567 |
Net Loss | (2,196) | (77,313) |
Assets from discontinued operations | 581 | 581 |
Liabilities from discontinued operations | $ 5,522 | $ 5,522 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Depreciation expense | $ 964 | $ 796 |
Loss on disposal | (907) | $ (783) |
Computer Equipment [Member] | ||
Loss on disposal | $ 1,632 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Less: accumulated depreciation | $ (56,798) | $ (56,560) |
Net | 13,010 | 2,491 |
Computers, Office Furniture and Other Equipment [Member] | ||
Property and equipment gross | $ 69,808 | $ 59,051 |
Computers, Office Furniture and Other Equipment [Member] | Minimum [Member] | ||
Property and equipment estimated life | 3 years | |
Computers, Office Furniture and Other Equipment [Member] | Maximum [Member] | ||
Property and equipment estimated life | 5 years |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Dec. 02, 2017 | Dec. 23, 2016 | Mar. 31, 2019 | Mar. 31, 2018 |
Profit sharing description | To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties were to share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | |||
Lease term | 2 years | |||
Rent expense | $ 1,010 | $ 13,404 | $ 5,794 | |
Right of use asset | 18,730 | |||
Lease liability | $ 18,978 | |||
Debt discount rate | 8.00% | |||
2020 [Member] | ||||
Rent expense | $ 8,080 | |||
April 1, 2019 [Member] | ||||
Right of use asset | 18,730 | |||
Lease liability | $ 1,978 | |||
License Agreement [Member] | ||||
Profit sharing description | The Company was to market Ice + Jam's proprietary cupuaçu butter lip balm sold under the trademark HERMAN® and the two companies were to share on a 50/50 basis any profits earned through the Company's marketing, sales and distribution efforts |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Jan. 12, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 22, 2016 |
Contingent liability | $ 75,000 | |||
Open Therapeutics [Member] | ||||
Contingent liability | $ 75,000 | |||
Restricted common stock issued during period | 500,000 | |||
Restricted common stock issued during period, value | $ 24,750 | |||
Shares issued price per share | $ 0.0495 | |||
Transfer Agreement [Member] | Open Therapeutics [Member] | ||||
Membership interest percentage | 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 | |||
Transfer Agreement [Member] | Open Therapeutics [Member] | ||||
Contingent liability | $ 75,000 | |||
Restricted common stock issued during period | 500,000 | |||
Restricted common stock issued during period, value | $ 24,750 | |||
Shares issued price per share | $ 0.0495 | |||
Transfer Agreement [Member] | Open Therapeutics [Member] | Ownership [Member] | ||||
Ownership interest percentage | 20.00% |
Derivative Liabilities Embedd_2
Derivative Liabilities Embedded in Convertible Notes (Details Narrative) - USD ($) | Jun. 01, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Nov. 07, 2016 | Jul. 14, 2015 |
Gain on derivative liability | $ 271,280 | |||||
Loss on extinguishment of debt | $ 271,280 | $ 271,280 | ||||
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 LLC [Member] | 7% Convertible Redeemable Note [Member] | ||||||
Debt, interest rate | 7.00% | |||||
Convertible redeemable debt principal amount | $ 104,000 | |||||
Convertible redeemable debt maturity date | Jun. 1, 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 _3
Notes Payable to Individuals and Companies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Conversion of convertible debt, amount | $ 21,000 | $ 86,600 |
Accrued interest | 30,780 | 33,875 |
Interest expense | $ 138,087 | $ 291,610 |
Convertible Notes [Member] | ||
Number of stock issued for convertible notes | 5,946,516 | 20,160,661 |
Conversion of convertible debt, amount | $ 187,000 | $ 601,749 |
Conversion of convertible debt, accrued interest | $ 13,718 | 85,055 |
Average conversion price per share | $ 0.03375 | |
Repayments of convertible notes | 347,681 | |
Repayments of interest and prepayment penalties | $ 145,550 | |
Convertible Notes [Member] | Minimum [Member] | ||
Average conversion price per share | $ 0.016875 | |
Convertible Notes [Member] | Maximum [Member] | ||
Average conversion price per share | $ 0.09 | |
Convertible Notes One [Member] | ||
Repayments of convertible notes | $ 141,000 | |
Repayments of accrued interest | $ 43,819 |
Notes Payable to Individuals _4
Notes Payable to Individuals and Companies - Schedule of Notes Payable to Individuals and Companies (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 | |
Total notes payable and convertible notes | $ 570,000 | $ 258,000 | |
Less - note discounts | (356,125) | (3,153) | |
Less - current portion of these notes | (213,875) | (254,847) | |
Total notes payable and convertible notes, net discounts | |||
Alternative Strategy Partners PTE Ltd.- Sep 2015 [Member] | |||
Total notes payable and convertible notes | [1] | 90,000 | 90,000 |
GS Capital Partners LLC - Oct 2017 [Member] | |||
Total notes payable and convertible notes | [2] | 105,000 | |
GS Capital Partners LLC - March 2018 [Member] | |||
Total notes payable and convertible notes | [3] | 48,000 | |
GS Capital Partners LLC - May 2018 [Member] | |||
Total notes payable and convertible notes | [4] | ||
GS Capital Partners LLC - October 2018 [Member] | |||
Total notes payable and convertible notes | [5] | 180,000 | |
Adar Alef LLC - December 2018 [Member] | |||
Total notes payable and convertible notes | [6] | ||
Eagle Equities, LLC - January 2019 [Member] | |||
Total notes payable and convertible notes | [7] | ||
GS Capital Partners, LLC - March 2019 [Member] | |||
Total notes payable and convertible notes | [8] | 300,000 | |
Note to an Individual - February 2013 [Member] | |||
Total notes payable and convertible notes | [9] | $ 15,000 | |
[1] | Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from Alternative Strategy Partners PTE Ltd. (“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. (“Eishin”), but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company 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 note. Additionally, the Company has not received any shares in Eishin 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 March 31, 2019, this note had accrued interest of $23,468. On May 29, 2019, the Company and ASP, entered into an agreement whereby this note and accrued interest were fully satisfied in exchange for the Company agreeing to transfer and assign to ASP all rights, title and interest it has or may have in securities of Eishin, and to do all things necessary to effect such transfer. Since these rights were not valued on the Company’s balance sheet the Company will record a gain on extinguishment of debt in the amount of $113,468 during the three months ended June 30, 2019. | ||
[2] | On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company's common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Companys common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Companys shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. | ||
[3] | On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty. | ||
[4] | On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty. | ||
[5] | On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of March 31, 2019 was $6,194. | ||
[6] | On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. On March 18, 2019, the note holder converted the full face value of the note in the amount of $55,000 including accrued interest of $1,039 for 1,569,717 shares ($0.0357 per share) | ||
[7] | On January 23, 2019, the Company and Eagle Equities, LLC ("Eagle Equities") consummated entry into a Securities Purchase Agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which will be reflected as interest expense in the Company's consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 were deducted from cash proceeds of the note payable to investors counsel. Under the note, the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter to reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a conversion price for each share of Common Stock equal to 65% of the Average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future, for the fifteen prior trading days, including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of 35% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date. Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-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, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share. The Company and Eagle Equities entered into a side letter agreement contemporaneous to the securities purchase agreement and the note. Under the terms of the side letter, Eagle Equities acknowledges that the Company currently has an insufficient number of authorized shares of Common Stock available to reserve the required number of shares of Common Stock for conversion of the note. In order to remedy this share reservation and conversion issue, the Company has agreed that it shall use commercially reasonable efforts to obtain shareholder approval on or before April 15, 2019 to amend its articles of incorporation to increase its authorized share capital to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of Eagle Equities under the securities purchase agreement and the note. Eagle Equities further agreed that until the earlier to occur of (i) the increase in the Company's authorized share capital or (ii) April 15, 2019, it shall not and has no right to seek, provide notice of or demand any conversions under the Note, seek additional shares of Common Stock, or to claim a default, damages or other penalties thereunder. On March 25, 2019, the note holder converted the full note principal of $62,000 and $840 of accrued interest for 1,391,045 shares ($0.045175 per share). | ||
[8] | On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital Partners, LLC, with a maturity date of March 13, 2020. The GS Capital Note carries $20,000 original issue discount (OID) and, as such, the initial net proceeds to the Company was $280,000. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price for each share of Common Stock equal to 68% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the fifteen (15) prior trading days. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the full face value of the note which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. The GS Capital Note may be redeemed by the Company during the first six months from execution, as follows: (i) if the redemption is within the first 90 days, then for an amount equal to 120% of the unpaid principal amount, with any accrued interest; (ii) if the redemption is after the 91st day, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount, with any accrued interest. The GS Capital Note may not be redeemed after 180 days from the date of execution. At March 31, 2019, this note had accrued interest of $1,118. Also, in conjunction with this note, the 213,334 five-year cashless warrants, associated with the June 27, 2017, $80,000 5% one-year note were fully cancelled. | ||
[9] | An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its consolidated statement of operations. |
Notes Payable to Individuals _5
Notes Payable to Individuals and Companies - Schedule of Notes Payable to Individuals and Companies (Details) (Parenthetical) - USD ($) | Mar. 25, 2019 | Mar. 18, 2019 | Mar. 14, 2019 | Jan. 23, 2019 | Dec. 20, 2018 | Oct. 26, 2018 | Oct. 25, 2018 | Oct. 22, 2018 | Jul. 18, 2018 | May 10, 2018 | May 10, 2018 | May 01, 2018 | Mar. 09, 2018 | Oct. 17, 2017 | Jun. 27, 2017 | Sep. 23, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Feb. 22, 2013 |
Debt instrument, interest rate | 8.00% | |||||||||||||||||||
Proceeds from notes payable | $ 580,750 | $ 567,700 | ||||||||||||||||||
Gain on extinguishment of debt | 271,280 | $ 271,280 | ||||||||||||||||||
Legal fees | 4,500 | 31,300 | ||||||||||||||||||
Number of common stock issued | 301,200 | 327,500 | ||||||||||||||||||
Conversion of convertible debt, amount | 21,000 | 86,600 | ||||||||||||||||||
Loss on conversion of debt | (27,975) | |||||||||||||||||||
GS Capital Partners, LLC [Member] | First 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Debt principal amount | $ 56,000 | $ 56,000 | $ 48,000 | $ 105,000 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Gross proceeds from convertible debt | $ 28,000 | $ 100,000 | ||||||||||||||||||
Legal fees | 5,000 | |||||||||||||||||||
Original issue of discount | $ 3,000 | 3,000 | ||||||||||||||||||
Net proceeds from convertible debt | 25,000 | |||||||||||||||||||
GS Capital Partners, LLC [Member] | Second 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Debt principal amount | $ 56,000 | $ 56,000 | $ 48,000 | $ 105,000 | ||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Notes maturity date | Jan. 10, 2019 | |||||||||||||||||||
GS Capital Partners, LLC [Member] | One Year Convertible Note [Member] | ||||||||||||||||||||
Debt principal amount | $ 180,000 | |||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||
Accrued interest | $ 6,194 | |||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 70.00% | |||||||||||||||||||
Debt conversion, description | 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. | |||||||||||||||||||
Original issue of discount | $ 11,750 | |||||||||||||||||||
Beneficial conversion feature debt discount | $ 180,111 | |||||||||||||||||||
GS Capital Partners, LLC [Member] | One Year Convertible Note [Member] | 90 Days either Note Issuance [Member] | ||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||
GS Capital Partners, LLC [Member] | One Year Convertible Note [Member] | 91 Days either Note Issuance [Member] | ||||||||||||||||||||
Prepayment amount, percentage | 133.00% | |||||||||||||||||||
AdafAlef LLC [Member] | First 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Debt principal amount | $ 110,000 | |||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||
Gross proceeds from convertible debt | $ 55,000 | |||||||||||||||||||
Legal fees | 2,500 | |||||||||||||||||||
Original issue of discount | 5,000 | |||||||||||||||||||
Net proceeds from convertible debt | 47,500 | |||||||||||||||||||
AdafAlef LLC [Member] | Second 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Debt principal amount | $ 110,000 | |||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||
Notes maturity date | Dec. 20, 2019 | |||||||||||||||||||
Eagle Equities, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Debt principal amount | $ 62,000 | |||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||
Accrued interest | $ 840 | |||||||||||||||||||
Legal fees | $ 2,000 | |||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | |||||||||||||||||||
Debt conversion, description | In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of 35% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date. Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-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, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share. | |||||||||||||||||||
Number of common stock shares issued | 500,000 | |||||||||||||||||||
Number of common stock issued | $ 18,500 | |||||||||||||||||||
Shares issued price per share | $ 0.037 | |||||||||||||||||||
Conversion of convertible debt, amount | $ 62,000 | |||||||||||||||||||
Conversion of convertible debt, shares | 1,391,045 | |||||||||||||||||||
Debt conversion price per share | $ 0.045175 | |||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||
Number of common stock reserved | 18,500,000 | |||||||||||||||||||
GS Capital Partners, LLC [Member] | ||||||||||||||||||||
Debt principal amount | $ 300,000 | $ 80,000 | ||||||||||||||||||
Debt instrument, interest rate | 8.00% | 5.00% | ||||||||||||||||||
Accrued interest | $ 1,118 | |||||||||||||||||||
Gross proceeds from convertible debt | $ 280,000 | |||||||||||||||||||
Notes maturity date | Mar. 13, 2020 | |||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 68.00% | |||||||||||||||||||
Debt conversion, description | The GS Capital Note may be redeemed by the Company during the first six months from execution, as follows: (i) if the redemption is within the first 90 days, then for an amount equal to 120% of the unpaid principal amount, with any accrued interest; (ii) if the redemption is after the 91st day, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount, with any accrued interest. | |||||||||||||||||||
Number of common stock shares issued | 750,000 | |||||||||||||||||||
Number of common stock issued | $ 142,500 | |||||||||||||||||||
Shares issued price per share | $ 0.19 | |||||||||||||||||||
Original issue of discount | $ 20,000 | $ 12,546 | ||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||
Cashless warrants | 213,334 | |||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||
Debt principal amount cancelled | $ 80,000 | |||||||||||||||||||
Non-Convertible Debenture [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 | $ 23,468 | |||||||||||||||||||
Non-Convertible Debenture [Member] | June 30, 2019 [Member] | ||||||||||||||||||||
Gain on extinguishment of debt | $ 113,468 | |||||||||||||||||||
Non-Convertible Debenture [Member] | Consultant [Member] | ||||||||||||||||||||
Proceeds from notes payable | 15,000 | |||||||||||||||||||
Non-Convertible Debenture [Member] | Company [Member] | ||||||||||||||||||||
Proceeds from notes payable | 75,000 | |||||||||||||||||||
Non-Convertible Debenture [Member] | Eishin, Inc [Member] | ||||||||||||||||||||
Proceeds from notes payable | $ 90,000 | |||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Debt principal amount | $ 50,000 | |||||||||||||||||||
Accrued interest | $ 2,430 | 3,503 | ||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 70.00% | 70.00% | 70.00% | |||||||||||||||||
Debt conversion, description | The amounts of cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months First Note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. | The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. | The amounts of cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the First Note and the Back-End Note are outstanding, the Company may redeem either by paying to GS Capital Partners LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. | |||||||||||||||||
Number of common stock shares issued | 306,667 | |||||||||||||||||||
Number of common stock issued | $ 20,700 | |||||||||||||||||||
Shares issued price per share | $ 0.0675 | |||||||||||||||||||
Payments of convertible note | 69,503 | |||||||||||||||||||
Prepayment penalty | 1,115 | $ 16,500 | ||||||||||||||||||
Convertible note, default rate | 24.00% | |||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | Note Holders [Member] | ||||||||||||||||||||
Accrued interest | $ 2,339 | |||||||||||||||||||
Number of common stock shares issued | 1,985,754 | |||||||||||||||||||
Shares issued price per share | $ 0.028888 | |||||||||||||||||||
Principal converted value | $ 55,000 | |||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | 90 Days either Note Issuance [Member] | ||||||||||||||||||||
Prepayment amount, percentage | 120.00% | 120.00% | ||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | 91 Days either Note Issuance [Member] | ||||||||||||||||||||
Prepayment amount, percentage | 133.00% | 133.00% | ||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | 90 Days either Note Issuance [Member] | ||||||||||||||||||||
Prepayment amount, percentage | 120.00% | |||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | 91 Days either Note Issuance [Member] | ||||||||||||||||||||
Prepayment amount, percentage | 133.00% | |||||||||||||||||||
First Note and Back-End Note [Member] | AdafAlef LLC [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 60.00% | |||||||||||||||||||
Debt conversion, description | The face value amount plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 50% instead of 60% while that "chill" is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first 6 months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This Note may not be prepaid after the six month anniversary of the Issuance Date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. | |||||||||||||||||||
Prepayment amount, percentage | 140.00% | |||||||||||||||||||
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Accrued interest | 1,031 | |||||||||||||||||||
Prepayment penalty | $ 9,240 | |||||||||||||||||||
First Note and Back-End Note [Member] | AdafAlef LLC [Member] | Stock Purchase Agreements [Member] | ||||||||||||||||||||
Accrued interest | $ 1,039 | |||||||||||||||||||
Conversion of convertible debt, amount | $ 55,000 | |||||||||||||||||||
Conversion of convertible debt, shares | 1,569,717 | |||||||||||||||||||
Debt conversion price per share | $ 0.0357 | |||||||||||||||||||
Convertible Note [Member] | Individual Note Holders [Member] | ||||||||||||||||||||
Debt principal amount | $ 15,000 | |||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||
Debt conversion price per share | $ 1.875 | |||||||||||||||||||
Number of common shares settled for the note, value | $ 25,500 | |||||||||||||||||||
Number of common shares settled for the note | 1,000,000 | |||||||||||||||||||
Loss on conversion of debt | $ 27,975 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Oct. 06, 2017 | Jun. 21, 2017 | Jun. 15, 2017 | Mar. 31, 2019 |
Ice + Jam LLC [Member] | ||||
Cash collected related party sales | $ 581 | |||
Due to related party | $ 5,522 | |||
Chief Executive Officer [Member] | ||||
Investment | $ 137,500 | $ 55,000 | $ 95,000 | |
Equity private placement of investment | 1,466,667 | 586,667 | 1,013,334 | |
Equity investment per share | $ 0.09375 | $ 0.09375 | $ 0.09375 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Jan. 12, 2019 | Jun. 27, 2017 | Feb. 01, 2012 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 14, 2019 | Mar. 12, 2018 |
Common stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, shares issued | 68,123,326 | 68,123,326 | 52,264,476 | |||||
Common stock, shares outstanding | 68,123,326 | 68,123,326 | 52,264,476 | |||||
Number of common stock issued | $ 301,200 | $ 327,500 | ||||||
Contingent liability | $ 75,000 | |||||||
Stock option granted | ||||||||
Open Therapeutics [Member] | ||||||||
Contingent liability | $ 75,000 | |||||||
Restricted common stock issued during period | 500,000 | |||||||
Restricted common stock issued during period, value | $ 24,750 | |||||||
Shares issued price per share | $ 0.0495 | |||||||
GS Capital Partners, LLC [Member] | ||||||||
Number of common stock shares issued | 750,000 | |||||||
Number of common stock issued | $ 142,500 | |||||||
Shares issued price per share | $ 0.19 | $ 0.19 | ||||||
Debt instruments interest rate | 5.00% | |||||||
Debt principal amount | $ 80,000 | $ 300,000 | ||||||
Stock option granted | 213,334 | |||||||
Warrant term | 5 years | |||||||
Warrant exercise price per share | $ 0.2625 | |||||||
Debt discount | $ 12,546 | 20,000 | ||||||
Warrant cancelled | $ 300,000 | |||||||
Common Stock [Member] | ||||||||
Number of common stock shares issued | 5,686,667 | 3,485,715 | ||||||
Number of common stock issued | $ 56 | $ 35 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Warrant term | 3 years | |||||||
Warrant exercise price per share | $ 0.75 | |||||||
Warrants shares awarded | 10,001 | 10,001 | ||||||
One Current Executive [Member] | ||||||||
Options to purchase common shares | 66,667 | |||||||
One Former Executive [Member] | ||||||||
Options to purchase common shares | 66,667 | |||||||
Executives [Member] | ||||||||
Options to purchase common shares | 133,334 | |||||||
June 26, 2019 [Member] | ||||||||
Common stock, shares issued | 72,925,920 | 72,925,920 | ||||||
Common stock, shares outstanding | 72,925,920 | 72,925,920 | ||||||
Fiscal Year 2018 [Member] | ||||||||
Number of common stock shares issued | 1,926,667 | |||||||
Fiscal Year 2018 [Member] | Individual Note Holders [Member] | ||||||||
Number of common stock shares issued | 1,133,334 | |||||||
Stock issued during period, per share | $ 0.075 | |||||||
Number of common stock issued | $ 86,600 | |||||||
Fiscal Year 2018 [Member] | Note Holders [Member] | ||||||||
Number of common stock shares issued | 20,160,661 | |||||||
Convertible notes payable, net | $ 601,749 | |||||||
Accrued interest | $ 85,055 | |||||||
Fiscal Year 2018 [Member] | Note Holders [Member] | Minimum [Member] | ||||||||
Stock issued during period, per share | $ 0.016875 | |||||||
Fiscal Year 2018 [Member] | Note Holders [Member] | Maximum [Member] | ||||||||
Stock issued during period, per share | $ 0.09 | |||||||
Fiscal Year 2018 [Member] | Private Investor [Member] | ||||||||
Number of common stock shares issued | 1,885,715 | |||||||
Stock issued during period, per share | $ 0.0975 | |||||||
Number of common stock issued | $ 177,500 | |||||||
Fiscal Year 2018 [Member] | Chief Executive Officer [Member] | ||||||||
Number of common stock shares issued | 1,600,000 | |||||||
Stock issued during period, per share | $ 0.09375 | |||||||
Number of common stock issued | $ 150,000 | |||||||
Fiscal Year 2018 [Member] | Debt and Legal Settlement [Member] | ||||||||
Number of common stock shares issued | 1,553,334 | |||||||
Stock issued during period, per share | $ 0.045 | |||||||
Number of common stock issued | $ 75,050 | |||||||
Fiscal Year 2018 [Member] | Former Officers and Directors [Member] | ||||||||
Number of common stock shares issued | 868,000 | |||||||
Stock issued during period, per share | $ 0.2025 | |||||||
Number of common stock issued | $ 173,999 | |||||||
Fiscal Year 2019 [Member] | ||||||||
Stock issued during period, per share | $ 0.03375 | |||||||
Number of common stock issued | $ 200,718 | |||||||
Restricted common stock issued during period | 5,946,516 | |||||||
Share-based compensation expense | $ 296,705 | $ 701,347 | ||||||
Fiscal Year 2019 [Member] | Common Stock [Member] | ||||||||
Number of common stock shares issued | 5,686,667 | |||||||
Number of common stock issued | $ 301,200 | |||||||
Fiscal Year 2019 [Member] | Common Stock One [Member] | ||||||||
Number of common stock shares issued | 500,000 | |||||||
Stock issued during period, per share | $ 0.042 | |||||||
Number of common stock issued | $ 21,000 | |||||||
Fiscal Year 2019 [Member] | Common Stock Two [Member] | ||||||||
Number of common stock shares issued | 95,667 | |||||||
Number of common stock issued | $ 20,004 | |||||||
Fiscal Year 2019 [Member] | Consulting Agreements [Member] | ||||||||
Restricted common stock issued during period | 3,130,000 | |||||||
Fiscal Year 2019 [Member] | Minimum [Member] | Common Stock [Member] | ||||||||
Stock issued during period, per share | $ 0.02 | |||||||
Fiscal Year 2019 [Member] | Maximum [Member] | Common Stock [Member] | ||||||||
Stock issued during period, per share | $ 0.06 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Aggregate Intrinsic Value, Beginning | ||
Aggregate Intrinsic Value, Ending | ||
Warrant [Member] | ||
Shares, Outstanding, Beginning balance | 1,433,611 | 1,220,277 |
Shares, Granted | 213,334 | |
Shares, Expired | (223,335) | |
Shares, Exercised | ||
Shares, Canceled | ||
Shares, Outstanding, Ending balance | 1,210,276 | 1,433,611 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.06 | $ 1.50 |
Weighted Average Exercise Price, Granted | 0.2625 | |
Weighted Average Exercise Price, Expired | 0.2843 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Canceled | ||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 1.20 | $ 1.06 |
Weighted Average Remaining Contractual Term, Beginning | 3 years 7 days | 3 years 1 month 27 days |
Weighted Average Remaining Contractual Term, Granted | 4 years 11 months 26 days | |
Weighted Average Remaining Contractual Term, Ending | 1 year 3 months 11 days | 3 years 7 days |
Aggregate Intrinsic Value, Beginning | ||
Aggregate Intrinsic Value, Ending |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Assumptions Under Black-Scholes Pricing Model (Details) - Warrant [Member] | 12 Months Ended |
Mar. 31, 2018 | |
Volatility | 108.60% |
Risk-free rate | 1.24% |
Dividend | 0.00% |
Expected life of warrants | 5 years |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Schedule of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 133,334 | 133,334 |
Number of Options, Granted | ||
Number of Options, Expired | ||
Number of Options, Exercised | ||
Number of Options, Outstanding, Ending balance | 133,334 | 133,334 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 7.50 | $ 7.50 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 7.50 | $ 7.50 |
Weighted Average Remaining Contractual Term, Beginning | 3 years 10 months 6 days | 4 years 10 months 6 days |
Weighted Average Remaining Contractual Term, Ending | 2 years 10 months 6 days | 3 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 ($) | Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Valuation allowance | $ 1,516,710 | $ 138,795 | |
Income tax examination description | Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. The effective rate for the year ended March 31, 2018 was 31% as the rate was changed effective January 1, 2018 to the lower rate. | ||
Federal tax rate | 21.00% | 21.00% | 31.00% |
Untaxed earnings and profit tax rate | 15.50% | ||
Tax rate on remaining balance | 8.00% | ||
United States [Member] | |||
Net operating loss carryforward | $ 17,600,000 | ||
Net operating loss carryforward, expiration year | 2038 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Effective Income Tax Rate (Details) | Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Federal income taxes at statutory rate | 21.00% | 21.00% | 31.00% |
State income taxes at statutory rate | 0.00% | 0.00% | |
Temporary differences | 1.48% | 373.84% | |
Permanent differences | 0.24% | (236.65%) | |
Impact of Tax Reform Act | (167.44%) | (52.13%) | |
Change in valuation allowance | 144.72% | 116.06% | |
Totals | 0.00% | 0.00% |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets: Net operating losses before non-deductible items | $ 3,685,807 | $ 5,128,565 |
Deferred tax assets: Loss on disposal of fixed assets | 355 | 243 |
Deferred tax assets: Stock-based compensation | 209,591 | 217,418 |
Deferred tax assets: Unrealized gains or losses on investments | (4,258) | 61,979 |
Total deferred tax assets | 3,891,495 | 5,408,205 |
Less: Valuation allowance | (3,891,495) | (5,408,205) |
Net deferred tax assets |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 21, 2019 | Oct. 31, 2018 | Sep. 04, 2018 | Aug. 25, 2018 | Aug. 20, 2018 | Jul. 15, 2018 | Jun. 08, 2018 | Apr. 02, 2018 | Mar. 12, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Aug. 01, 2017 |
Reverse stock split | 1-for-75 reverse stock split | Ratio of 1-for-75 (the "Reverse Stock Split" | |||||||||||
Investment - digital currency | $ 22,056 | ||||||||||||
Conversion of BTC | $ 26,783 | ||||||||||||
Conversion of gold and silver commodities | $ 24,046 | ||||||||||||
Loss on transaction | $ 2,737 | ||||||||||||
Honeywood Conversion Agreement [Member] | |||||||||||||
Fully written off value | 199,119 | 199,119 | |||||||||||
Investment amount | $ 0 | $ 0 | |||||||||||
Ownership [Member] | Honeywood Conversion Agreement [Member] | |||||||||||||
Ownership interest percentage | 5.00% | 5.00% | |||||||||||
Groestlcoin [Member] | |||||||||||||
Cumulative purchase amount | $ 8,000 | $ 35,000 | |||||||||||
Purchase of units | 11,922.81 | 27,919.133 | |||||||||||
Purchase of units, price per share | $ 0.6569 | $ 0.79 | |||||||||||
Loss on exchange from BTC | $ 2,859 | ||||||||||||
Cost incurred in investment | 31,481 | ||||||||||||
Unrealized loss on digital currency exchange | $ 3,143 | 9,425 | |||||||||||
Investment - digital currency | $ 22,056 | ||||||||||||
Sale of units | 39,862 | ||||||||||||
Conversion into BTC | 4.17 | ||||||||||||
Sale of units value | $ 32,230 | ||||||||||||
AYTU Bioscience [Member] | Common Stock [Member] | |||||||||||||
Warrants purchase of common shares | 5,555 | 5,555 | |||||||||||
Warrants strike price | $ 10.80 | $ 10.80 | |||||||||||
Warrants expired date | Mar. 6, 2023 | Mar. 6, 2023 | |||||||||||
Reverse stock split | 1 for 20 reverse stock split | ||||||||||||
AYTU Bioscience [Member] | Warrant [Member] | |||||||||||||
Warrants strike price | $ 10.01 | $ 10.01 | |||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock [Member] | |||||||||||||
Warrants purchase of common shares | 320,000 | 320,000 | |||||||||||
Warrants strike price | $ 1.50 | $ 1.50 | |||||||||||
Warrants expired date | Dec. 13, 2022 | Dec. 13, 2022 | |||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock One [Member] | |||||||||||||
Warrants purchase of common shares | 230,000 | 230,000 | |||||||||||
Warrants strike price | $ 1.50 | $ 1.50 | |||||||||||
Warrants expired date | Feb. 28, 2022 | Feb. 28, 2022 | |||||||||||
Honeywood [Member] | Ownership [Member] | |||||||||||||
Ownership interest percentage | 5.00% | ||||||||||||
Kudzoo, Inc [Member] | |||||||||||||
Pre- money valuation amount | $ 7,500,000 | ||||||||||||
Kudzoo, Inc [Member] | Ownership [Member] | |||||||||||||
Ownership interest percentage | 0.22% | 0.20% | |||||||||||
Cost investments | $ 22,500 | $ 15,000 | |||||||||||
Pre- money valuation amount | $ 10,200,000 | ||||||||||||
Kudzoo, Inc [Member] | Ownership [Member] | April 8, 2019 [Member] | |||||||||||||
Ownership interest percentage | 0.42% | 0.42% | |||||||||||
Cost investments | $ 20,400 | $ 20,400 | |||||||||||
Pre- money valuation amount | $ 10,200,000 | ||||||||||||
Serendipity Brands LLC [Member] | |||||||||||||
Pre- money valuation amount | $ 14,000,000 | ||||||||||||
Serendipity Brands LLC [Member] | Ownership [Member] | |||||||||||||
Ownership interest percentage | 0.24% | ||||||||||||
Cost investments | $ 35,000 |
Investments - Schedule of Inve
Investments - Schedule of Investment in Trading Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | ||||
Investment of cost at beginning | $ 801,148 | $ 801,148 | $ 250,000 | [1] | ||
Investment of purchase | 1,612,010 | 801,148 | [1] | |||
Investment of sales proceeds | (2,195,481) | (6,815) | [1] | |||
Investment of cost at end | 317,500 | 317,500 | 801,148 | [1] | ||
Investment of fair value | 350,400 | 350,400 | 610,699 | [1] | ||
Investment of realized gain (loss) | 99,823 | (243,185) | [1] | |||
Investment of unrealized gain (loss) | 32,900 | [2] | (190,449) | [1] | ||
Green Innovations Ltd (GNIN) [Member] | ||||||
Investment of cost at beginning | [1],[3] | 250,000 | [4] | |||
Investment of purchase | [1],[3] | [4] | ||||
Investment of sales proceeds | [1],[3] | (6,815) | [4] | |||
Investment of cost at end | [1],[3] | [4] | ||||
Investment of fair value | [1],[3] | [4] | ||||
Investment of realized gain (loss) | [1],[3] | (243,185) | [4] | |||
Investment of unrealized gain (loss) | [1],[3] | [4] | ||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | ||||||
Investment of cost at beginning | [5] | 490,117 | 490,117 | [1] | ||
Investment of purchase | [5] | 349,498 | 490,117 | [1] | ||
Investment of sales proceeds | [5] | (517,485) | [1] | |||
Investment of cost at end | [5] | 287,500 | 287,500 | 490,117 | [1] | |
Investment of fair value | [5] | 294,400 | 294,400 | 306,207 | [1] | |
Investment of realized gain (loss) | [5] | (34,630) | [1] | |||
Investment of unrealized gain (loss) | [5] | 6,900 | (183,910) | [1] | ||
Blink Charging Co (BLNK) [Member] | ||||||
Investment of cost at beginning | [6] | 190,350 | 190,350 | [1] | ||
Investment of purchase | [6] | 151,666 | 190,350 | [1] | ||
Investment of sales proceeds | [6] | (367,142) | [1] | |||
Investment of cost at end | [6] | 190,350 | [1] | |||
Investment of fair value | [6] | 123,750 | [1] | |||
Investment of realized gain (loss) | [6] | 25,126 | [1] | |||
Investment of unrealized gain (loss) | [6] | (66,600) | [1] | |||
Blink Charging Co (BLNKW) (Warrants) [Member] | ||||||
Investment of cost at beginning | [6] | 900 | 900 | [1] | ||
Investment of purchase | [6] | 162,215 | 900 | [1] | ||
Investment of sales proceeds | [6] | (468,496) | [1] | |||
Investment of cost at end | [6] | 900 | [1] | |||
Investment of fair value | [6] | 31,545 | [1] | |||
Investment of realized gain (loss) | [6] | 305,381 | [1] | |||
Investment of unrealized gain (loss) | [6] | 30,645 | [1] | |||
Aytu BioScience Inc (AYTU) [Member] | ||||||
Investment of cost at beginning | [7] | 82,270 | 82,270 | [1] | ||
Investment of purchase | [7] | 100,030 | 82,270 | [1] | ||
Investment of sales proceeds | [7] | (144,094) | [1] | |||
Investment of cost at end | [7] | 82,270 | [1] | |||
Investment of fair value | [7] | 119,947 | [1] | |||
Investment of realized gain (loss) | [7] | (38,206) | [1] | |||
Investment of unrealized gain (loss) | [7] | 37,677 | [1] | |||
Lightbridge Corp. (LTBR) [Member] | ||||||
Investment of cost at beginning | [8] | 37,511 | 37,511 | [1] | ||
Investment of purchase | [8] | 299,028 | 37,511 | [1] | ||
Investment of sales proceeds | [8] | (276,159) | [1] | |||
Investment of cost at end | [8] | 37,511 | [1] | |||
Investment of fair value | [8] | 29,250 | [1] | |||
Investment of realized gain (loss) | [8] | (60,380) | [1] | |||
Investment of unrealized gain (loss) | [8] | $ (8,261) | [1] | |||
Pulmatrix Inc PULM [Member] | ||||||
Investment of cost at beginning | [9] | |||||
Investment of purchase | [9] | 204,802 | ||||
Investment of sales proceeds | [9] | (183,737) | ||||
Investment of cost at end | [9] | |||||
Investment of fair value | [9] | |||||
Investment of realized gain (loss) | [9] | (21,065) | ||||
Investment of unrealized gain (loss) | [9] | |||||
Axovant Sciences Ltd AXON [Member] | ||||||
Investment of cost at beginning | [10] | |||||
Investment of purchase | [10] | 103,938 | ||||
Investment of sales proceeds | [10] | (98,433) | ||||
Investment of cost at end | [10] | |||||
Investment of fair value | [10] | |||||
Investment of realized gain (loss) | [10] | (5,505) | ||||
Investment of unrealized gain (loss) | [10] | |||||
Basanite Inc. (BASA) [Member] | ||||||
Investment of cost at beginning | [11] | |||||
Investment of purchase | [11] | 42,998 | ||||
Investment of sales proceeds | [11] | (10,821) | ||||
Investment of cost at end | [11] | 30,000 | 30,000 | |||
Investment of fair value | [11] | 56,000 | 56,000 | |||
Investment of realized gain (loss) | [11] | (2,177) | ||||
Investment of unrealized gain (loss) | [11] | 26,000 | ||||
Achieve Life Sciences (ACHV) [Member] | ||||||
Investment of cost at beginning | [12] | |||||
Investment of purchase | [12] | 177,356 | ||||
Investment of sales proceeds | [12] | (112,221) | ||||
Investment of cost at end | [12] | |||||
Investment of fair value | [12] | |||||
Investment of realized gain (loss) | [12] | (65,135) | ||||
Investment of unrealized gain (loss) | [12] | |||||
Decision Diagnostics (DECN) [Member] | ||||||
Investment of cost at beginning | [13] | |||||
Investment of purchase | [13] | 20,479 | ||||
Investment of sales proceeds | [13] | (16,893) | ||||
Investment of cost at end | [13] | |||||
Investment of fair value | [13] | |||||
Investment of realized gain (loss) | [13] | (3,586) | ||||
Investment of unrealized gain (loss) | [13] | |||||
[1] | There were no trading securities during the quarter ended September 30, 2017 | |||||
[2] | Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was accumulative unrealized gain on trading securities of $223,349 on these investments. | |||||
[3] | During the year ended March 31, 2018, the Company's investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company's investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the year ended March 31, 2019, there was a realized gain of $125. | |||||
[4] | During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security | |||||
[5] | On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. As of March 31, 2019, these shares were not on deposit with the Company's broker of record. As of March 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. | |||||
[6] | The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company's investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381. | |||||
[7] | On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 on this holding. | |||||
[8] | On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. | |||||
[9] | During the year ended March 31, 2019, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the year ended March 31, 2019, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. | |||||
[10] | During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. | |||||
[11] | On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). During the year end March 31, 2019, the Company had an unrealized gain of $26,000. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. As March 31, 2019, these shares were not on deposit held with the Company's broker of record. | |||||
[12] | During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. | |||||
[13] | During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. |
Investments - Schedule of In_2
Investments - Schedule of Investment in Trading Securities (Details) (Parenthetical) - USD ($) | Jul. 09, 2018 | Jul. 05, 2018 | Mar. 26, 2018 | Mar. 12, 2018 | Mar. 08, 2018 | Mar. 02, 2018 | Feb. 14, 2018 | Dec. 11, 2017 | Jul. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | ||
Proceeds from investment | $ 2,195,481 | $ 6,815 | [1] | |||||||||||
Investment cost | 801,148 | 250,000 | [1] | |||||||||||
Investment realized gain (loss) | 99,823 | (243,185) | ||||||||||||
Investment of cost net | 317,500 | 801,148 | [1] | |||||||||||
Investment unrealized gain (loss) | 223,349 | (190,449) | ||||||||||||
Fair value of investment | 350,400 | 610,699 | [1] | |||||||||||
Green Innovations Ltd (GNIN) [Member] | ||||||||||||||
Proceeds from investment | [1],[2] | 6,815 | [3] | |||||||||||
Investment cost | [1],[2] | 250,000 | [3] | |||||||||||
Investment realized gain (loss) | 243,185 | |||||||||||||
Comprehensive gain | 125 | |||||||||||||
Investment of cost net | [1],[2] | [3] | ||||||||||||
Fair value of investment | [1],[2] | [3] | ||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | ||||||||||||||
Proceeds from investment | [4] | 517,485 | [1] | |||||||||||
Investment cost | [4] | 490,117 | [1] | |||||||||||
Investment realized gain (loss) | $ 34,630 | |||||||||||||
Number of common stock shares purchased | 59,380 | |||||||||||||
Investment of cost net | [4] | $ 287,500 | 490,117 | [1] | ||||||||||
Investment unrealized gain (loss) | 34,630 | 183,910 | ||||||||||||
Fair value of investment | [4] | 294,400 | 306,207 | [1] | ||||||||||
Number of common stock shares purchased value | $ 61,998 | |||||||||||||
Share issued price per share | $ 1.04 | |||||||||||||
Number of common stock sold shares | 389,380 | |||||||||||||
Number of common stock sold shares value | $ 517,485 | |||||||||||||
Sale of stock price per share | $ 1.33 | |||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Restricted Common Stock [Member] | ||||||||||||||
Investment realized gain (loss) | $ 6,900 | |||||||||||||
Number of common stock shares purchased | 230,000 | |||||||||||||
Number of common stock shares purchased value | $ 287,500 | |||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock [Member] | ||||||||||||||
Investment cost | $ 480,000 | |||||||||||||
Number of common stock shares purchased | 320,000 | |||||||||||||
Warrants purchase of common shares | 320,000 | |||||||||||||
Warrant term | 5 years | |||||||||||||
Warrants strike price | $ 1.50 | |||||||||||||
Additional number of common stock purchased | 10,000 | |||||||||||||
Blink Charging Co (BLNK) [Member] | ||||||||||||||
Proceeds from investment | [5] | 367,142 | [1] | |||||||||||
Investment cost | [5] | 190,350 | [1] | |||||||||||
Investment of cost net | [5] | 190,350 | [1] | |||||||||||
Fair value of investment | [5] | 123,750 | [1] | |||||||||||
Participated in underwritten public offering amount | $ 18,500,250 | |||||||||||||
Blink Charging Co (BLNK) [Member] | Warrants [Member] | ||||||||||||||
Investment of cost net | 191,250 | |||||||||||||
Investment unrealized gain (loss) | 35,955 | |||||||||||||
Fair value of investment | 155,295 | |||||||||||||
Blink Charging Co (BLNK) [Member] | Balance Sheet Cash [Member] | ||||||||||||||
Investment cost | $ 191,250 | |||||||||||||
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | ||||||||||||||
Investment realized gain (loss) | $ 25,126 | |||||||||||||
Number of common stock shares purchased | 41,018 | |||||||||||||
Warrants purchase of common shares | 208,800 | 45,000 | ||||||||||||
Warrant term | 5 years | |||||||||||||
Warrants strike price | $ 0.77 | $ 4.25 | ||||||||||||
Number of common stock shares purchased value | $ 151,666 | |||||||||||||
Share issued price per share | $ 3.69 | |||||||||||||
Number of common stock sold shares | 86,018 | |||||||||||||
Number of common stock sold shares value | $ 367,142 | |||||||||||||
Sale of stock price per share | $ 4.26 | |||||||||||||
Sale of warrants purchased | 298,800 | |||||||||||||
Sale of warrant purchased value | $ 468,496 | |||||||||||||
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||||||
Additional number of common stock purchased | 90,000 | |||||||||||||
Blink Charging Co (BLNK) [Member] | Warrant [Member] | ||||||||||||||
Investment realized gain (loss) | $ 305,381 | |||||||||||||
Warrants strike price | $ 1.60 | |||||||||||||
Aytu BioScience Inc (AYTU) [Member] | ||||||||||||||
Proceeds from investment | [6] | 144,094 | [1] | |||||||||||
Investment cost | [6] | 82,270 | [1] | |||||||||||
Investment realized gain (loss) | $ 38,206 | |||||||||||||
Number of common stock shares purchased | 260,000 | |||||||||||||
Investment of cost net | [6] | 82,270 | [1] | |||||||||||
Fair value of investment | [6] | 119,947 | [1] | |||||||||||
Number of common stock shares purchased value | $ 100,830 | |||||||||||||
Share issued price per share | $ 0.38 | |||||||||||||
Number of common stock sold shares | 448,300 | |||||||||||||
Number of common stock sold shares value | $ 144,094 | |||||||||||||
Sale of stock price per share | $ 0.32 | |||||||||||||
Aytu BioScience Inc (AYTU) [Member] | Common Stock [Member] | ||||||||||||||
Number of common stock shares purchased | 188,300 | 188,300 | ||||||||||||
Investment unrealized gain (loss) | 37,677 | |||||||||||||
Lightbridge Corp. (LTBR) [Member] | ||||||||||||||
Proceeds from investment | [7] | $ 276,159 | [1] | |||||||||||
Investment cost | [7] | 37,511 | [1] | |||||||||||
Investment realized gain (loss) | $ 54,588 | |||||||||||||
Number of common stock shares purchased | 287,405 | |||||||||||||
Investment of cost net | [7] | 37,511 | [1] | |||||||||||
Investment unrealized gain (loss) | 60,380 | 8,261 | ||||||||||||
Fair value of investment | [7] | $ 29,250 | [1] | |||||||||||
Number of common stock shares purchased value | $ 295,625 | |||||||||||||
Share issued price per share | $ 1.03 | |||||||||||||
Number of common stock sold shares | 312,405 | |||||||||||||
Number of common stock sold shares value | $ 276,159 | |||||||||||||
Sale of stock price per share | $ 0.884 | |||||||||||||
Lightbridge Corp. (LTBR) [Member] | Common Stock [Member] | ||||||||||||||
Number of common stock shares purchased | 25,000 | |||||||||||||
Pulmatix Inc PULM [Member] | ||||||||||||||
Investment realized gain (loss) | $ 21,065 | |||||||||||||
Number of common stock shares purchased | 391,514 | |||||||||||||
Number of common stock shares purchased value | $ 204,802 | |||||||||||||
Share issued price per share | $ 0.52 | |||||||||||||
Number of common stock sold shares | 391,514 | |||||||||||||
Number of common stock sold shares value | $ 183,747 | |||||||||||||
Sale of stock price per share | $ 0.47 | |||||||||||||
Axovant Sciences Ltd AXON [Member] | ||||||||||||||
Proceeds from investment | [8] | $ 98,433 | ||||||||||||
Investment cost | [8] | |||||||||||||
Investment realized gain (loss) | $ 5,505 | |||||||||||||
Number of common stock shares purchased | 40,000 | |||||||||||||
Investment of cost net | [8] | |||||||||||||
Fair value of investment | [8] | |||||||||||||
Number of common stock shares purchased value | $ 103,938 | |||||||||||||
Share issued price per share | $ 2.60 | |||||||||||||
Number of common stock sold shares | 40,000 | |||||||||||||
Number of common stock sold shares value | $ 98,433 | |||||||||||||
Sale of stock price per share | $ 2.46 | |||||||||||||
Basanite Industries Inc. (BASA) [Member] | ||||||||||||||
Proceeds from investment | $ 10,821 | |||||||||||||
Investment realized gain (loss) | $ 2,177 | |||||||||||||
Number of common stock shares purchased | 100,000 | |||||||||||||
Investment unrealized gain (loss) | 26,000 | |||||||||||||
Number of common stock shares purchased value | $ 12,998 | |||||||||||||
Share issued price per share | $ 0.13 | |||||||||||||
Number of common stock sold shares | 100,000 | |||||||||||||
Number of common stock sold shares value | $ 10,821 | |||||||||||||
Sale of stock price per share | $ 0.11 | |||||||||||||
Basanite Industries Inc. (BASA) [Member] | Restricted Common Stock [Member] | ||||||||||||||
Number of common stock shares purchased | 400,000 | |||||||||||||
Number of common stock shares purchased value | $ 30,000 | |||||||||||||
Share issued price per share | $ 0.075 | |||||||||||||
Achieve Life Sciences (ACHV) [Member] | ||||||||||||||
Proceeds from investment | [9] | 112,221 | ||||||||||||
Investment cost | [9] | |||||||||||||
Investment realized gain (loss) | $ 65,135 | |||||||||||||
Number of common stock shares purchased | 44,000 | |||||||||||||
Investment of cost net | [9] | |||||||||||||
Fair value of investment | [9] | |||||||||||||
Number of common stock shares purchased value | $ 177,355 | |||||||||||||
Share issued price per share | $ 4.03 | |||||||||||||
Number of common stock sold shares | 44,000 | |||||||||||||
Number of common stock sold shares value | $ 112,221 | |||||||||||||
Sale of stock price per share | $ 2.55 | |||||||||||||
Unrealized loss on holding | $ 23,872 | |||||||||||||
Decision Diagnostics (DECN) [Member] | ||||||||||||||
Proceeds from investment | [10] | 16,893 | ||||||||||||
Investment cost | [10] | |||||||||||||
Investment realized gain (loss) | $ 3,586 | |||||||||||||
Number of common stock shares purchased | 450,000 | |||||||||||||
Investment of cost net | [10] | |||||||||||||
Fair value of investment | [10] | |||||||||||||
Number of common stock shares purchased value | $ 20,480 | |||||||||||||
Share issued price per share | $ 0.046 | |||||||||||||
Number of common stock sold shares value | $ 16,893 | |||||||||||||
Sale of stock price per share | $ 0.038 | |||||||||||||
[1] | There were no trading securities during the quarter ended September 30, 2017 | |||||||||||||
[2] | During the year ended March 31, 2018, the Company's investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company's investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the year ended March 31, 2019, there was a realized gain of $125. | |||||||||||||
[3] | During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security | |||||||||||||
[4] | On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. As of March 31, 2019, these shares were not on deposit with the Company's broker of record. As of March 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. | |||||||||||||
[5] | The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company's investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381. | |||||||||||||
[6] | On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 on this holding. | |||||||||||||
[7] | On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. | |||||||||||||
[8] | During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. | |||||||||||||
[9] | During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. | |||||||||||||
[10] | During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. |
Litigation (Details Narrative)
Litigation (Details Narrative) | Nov. 09, 2017USD ($) |
Settlement Agreement [Member] | |
Settlement between related parties | $ 2,050,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Investment-trading securities | $ 350,400 | $ 610,699 |
Investment in digital currency | 22,056 | |
Kudzoo [Member] | ||
Cost method investments | 37,500 | |
Serendipity Brands [Member] | ||
Cost method investments | 35,000 | |
Level 1 [Member] | ||
Investment-trading securities | 350,400 | 610,699 |
Investment in digital currency | 22,056 | |
Level 1 [Member] | Kudzoo [Member] | ||
Cost method investments | ||
Level 1 [Member] | Serendipity Brands [Member] | ||
Cost method investments | ||
Level 2 [Member] | ||
Investment-trading securities | ||
Investment in digital currency | ||
Level 2 [Member] | Kudzoo [Member] | ||
Cost method investments | ||
Level 2 [Member] | Serendipity Brands [Member] | ||
Cost method investments | ||
Level 3 [Member] | ||
Investment-trading securities | ||
Investment in digital currency | ||
Level 3 [Member] | Kudzoo [Member] | ||
Cost method investments | 37,500 | |
Level 3 [Member] | Serendipity Brands [Member] | ||
Cost method investments | $ 35,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable [Member] | One Supplier [Member] | |
Concentration of risk percentage | 100.00% |
Sales Revenue [Member] | One Customer [Member] | |
Concentration of risk percentage | 97.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 21, 2019USD ($)Numbershares | Jun. 11, 2019USD ($) | Jun. 11, 2019EUR (€) | Jun. 10, 2019USD ($) | Jun. 10, 2019EUR (€) | Jun. 07, 2019USD ($)shares | May 29, 2019USD ($) | May 24, 2019USD ($)Numbershares | May 20, 2019USD ($)$ / shares | May 11, 2019shares | Apr. 30, 2019shares | Apr. 08, 2019USD ($)shares | Apr. 01, 2019USD ($) | Mar. 14, 2019USD ($) | Sep. 04, 2018USD ($) | Jun. 27, 2017USD ($) | Jul. 01, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Apr. 09, 2019$ / shares | Mar. 31, 2018USD ($) | Dec. 02, 2017 |
Lease, term of contract | 2 years | ||||||||||||||||||||
Contingent liability | $ 75,000 | ||||||||||||||||||||
Lease right of use asset | 18,730 | ||||||||||||||||||||
Lease liability | $ 18,978 | ||||||||||||||||||||
GS Capital Partners, LLC [Member] | |||||||||||||||||||||
Number of common stock shares issued | shares | 750,000 | ||||||||||||||||||||
Shares issued price per shares | $ / shares | $ 0.19 | ||||||||||||||||||||
Debt convertible term | 1 year | ||||||||||||||||||||
Debt instrument, maturity date | Mar. 13, 2020 | ||||||||||||||||||||
Original issue discount | $ 20,000 | $ 12,546 | |||||||||||||||||||
Debt conversion price percentage | 68.00% | ||||||||||||||||||||
Debt conversion, description | The GS Capital Note may be redeemed by the Company during the first six months from execution, as follows: (i) if the redemption is within the first 90 days, then for an amount equal to 120% of the unpaid principal amount, with any accrued interest; (ii) if the redemption is after the 91st day, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount, with any accrued interest. | ||||||||||||||||||||
Accrued interest | $ 1,118 | ||||||||||||||||||||
Debt face amount | $ 300,000 | $ 80,000 | |||||||||||||||||||
Kudzoo, Inc [Member] | |||||||||||||||||||||
Pre- money valuation amount | $ 7,500,000 | ||||||||||||||||||||
E&M Distribution Agreement [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Lease, description | Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). | Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). | Two-year lease commencing on June 11, 2019 and expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. | Two-year lease commencing on June 11, 2019 and expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. | |||||||||||||||||
Lease, term of contract | 2 years | 2 years | 2 years | ||||||||||||||||||
Lease expiration date | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |||||||||||||||||
Monthly rent payments | $ 201 | $ 201 | |||||||||||||||||||
Anticipated retail price per unit | $ / shares | $ 6.99 | ||||||||||||||||||||
Cost investments | $ 37,500 | ||||||||||||||||||||
Lease right of use asset | 4,574 | $ 18,730 | |||||||||||||||||||
Lease liability | $ 4,574 | $ 1,978 | |||||||||||||||||||
Subsequent Event [Member] | Accounting Standards Update 2016-02 [Member] | |||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||
Lease right of use asset | $ 18,730 | ||||||||||||||||||||
Lease liability | 18,978 | ||||||||||||||||||||
Subsequent Event [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||
Number of shares issued from common stock for conversion of debt, shares | shares | 888,308 | ||||||||||||||||||||
Debt convertible term | 1 year | ||||||||||||||||||||
Convertible debt | $ 40,000 | ||||||||||||||||||||
Accrued interest | 1,973 | ||||||||||||||||||||
Number of shares issued from common stock for conversion of debt, value | $ 180,000 | ||||||||||||||||||||
Subsequent Event [Member] | Kudzoo, Inc [Member] | |||||||||||||||||||||
Cost investments | $ 20,400 | ||||||||||||||||||||
Percentage on membership interest | 0.20% | ||||||||||||||||||||
Pre- money valuation amount | $ 10,200,000 | ||||||||||||||||||||
Subsequent Event [Member] | Euro [Member] | |||||||||||||||||||||
Monthly rent payments | € | € 178 | € 178 | |||||||||||||||||||
Subsequent Event [Member] | Distribution Agreements [Member] | |||||||||||||||||||||
Number of common stock shares issued | shares | 1,200,000 | ||||||||||||||||||||
Number of shares issued from common stock for conversion of debt, shares | shares | 888,308 | ||||||||||||||||||||
Number of common shares issued for services | shares | 1,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Distribution Agreements [Member] | Vice President [Member] | |||||||||||||||||||||
Number of common stock shares issued | shares | 250,000 | ||||||||||||||||||||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | |||||||||||||||||||||
Number of shares issued for debt commitment | shares | 750,000 | ||||||||||||||||||||
Accredited investor to purchase | shares | 714,286 | ||||||||||||||||||||
Purchase price, per share | $ / shares | $ 0.063 | ||||||||||||||||||||
Accredited investor to purchase, amount | $ 45,000 | ||||||||||||||||||||
Subsequent Event [Member] | Lease Agreement [Member] | |||||||||||||||||||||
Lease, description | The contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement | The contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement | |||||||||||||||||||
Subsequent Event [Member] | E&M Distribution Agreement [Member] | |||||||||||||||||||||
Cash payment of issuance costs | $ 125,000 | ||||||||||||||||||||
Subsequent Event [Member] | IRM Distribution Agreement [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 450,000 | ||||||||||||||||||||
Cash stipend | $ 10,000 | ||||||||||||||||||||
Payment of stipend | $ 2,000 | ||||||||||||||||||||
Subsequent Event [Member] | SKL Agreement [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | ||||||||||||||||||||
Distribution agreement description | The SKL Agreement, the Company agreed to a one-time issuance of an aggregate of 1,000,000 restricted shares of the Company's common stock. The restricted equity issuance to SKL was completed in accordance with the following schedule: (i) to Mr. Mahesh Lekkala, 500,000 restricted shares the Company's common stock within ten (10) business days of April 30, 2019; and (ii) to SKL, 500,000, which were permitted to be immediately allocated by SKL to persons within its organization and, as such, (a) 250,000 of such shares shall be issued to Sai Krishna within ten (10) business days of April 30, 2019, and an additional issuance of (b) 250,000 of such shares shall be issued to Sai Krishna within ten (10) business days of August 1, 2019. Other than the payment terms for Tauri-GumTM product purchased and distributed under the terms of the SKL Agreement, there is no additional cash payment currently due or owing by the Company thereunder. The value of the shares will be reflected as stock-based compensation with a grant date of April 30, 2019. All but 250,000 shares are expensed on this date, with those 250,000 shares valued over the term of the one-year agreement. | ||||||||||||||||||||
Subsequent Event [Member] | SKL Agreement [Member] | Mr. Mahesh Lekkala [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||||||||||
Subsequent Event [Member] | SKL Agreement [Member] | SKL Persons [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||||||||||
Subsequent Event [Member] | SKL Agreement [Member] | Sai Krishna [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 250,000 | ||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Ms. Neelima Lekkala [Member] | |||||||||||||||||||||
Restricted common stock issued during period | shares | 250,000 | ||||||||||||||||||||
Restricted common stock issued during period, amount | $ 18,275 | ||||||||||||||||||||
Shares issued price per shares | $ / shares | $ 0.0731 | ||||||||||||||||||||
Precentage of gross sales on commission | 30.00% | ||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | GS Capital Note [Member] | |||||||||||||||||||||
Number of shares issued from common stock for conversion of debt, shares | shares | 2,650,000 | 3,327,000 | |||||||||||||||||||
Debt conversion, description | The Company issued irrevocable transfer agent instructions reserving 2,650,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the "Share Reserve") within 5 days from the date of execution, and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. | The Company issued irrevocable transfer agent instructions reserving 3,327,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the "Share Reserve") within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. | |||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | Convertible Note [Member] | |||||||||||||||||||||
Debt convertible term | 1 year | 1 year | |||||||||||||||||||
Debt interest rate | 8.00% | 8.00% | |||||||||||||||||||
Convertible debt | $ 60,000 | $ 60,000 | |||||||||||||||||||
Debt instrument, maturity date | Jun. 21, 2020 | May 23, 2020 | |||||||||||||||||||
Original issue discount | $ 5,000 | $ 5,000 | |||||||||||||||||||
Funded amount | $ 55,000 | $ 55,000 | |||||||||||||||||||
Debt conversion price percentage | 66.00% | 66.00% | |||||||||||||||||||
Debt conversion, trading days | Number | 15 | 15 | |||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 56% instead of 66% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS 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 this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 56% instead of 66% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS 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 this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | |||||||||||||||||||
Debt instrument, description | Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. | Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10% | |||||||||||||||||||
Subsequent Event [Member] | Non-Convertible Bridge Loan Agreement [Member] | ASP September 2015 Note [Member] | |||||||||||||||||||||
Debt instrument, description | The terms of the ASP Loan Agreement, $90,000 (of the 180,000 principal loan) was to be wired by ASP directly to Eishin, a Japanese based consumer product firm, in exchange for an equity stake in Eishin by the Company; however, the remaining $90,000 was never documented or evidenced as being sent, and the Company never received any shares of common or other class of stock in Eishin, which formed the basis of the Company's disputed balance with ASP. | ||||||||||||||||||||
Debt face amount | $ 180,000 | ||||||||||||||||||||
Contingent liability | $ 113,468 |