Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Aug. 01, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | TAURIGA SCIENCES, INC. | ||
Entity Central Index Key | 0001142790 | ||
Document Type | 10-K/A | ||
Document Period End Date | Mar. 31, 2021 | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (this "Amendment") of Tauriga Sciences, Inc. (the "Company") amends the Company's Annual Report on Form 10-K for the year ended March 31, 2021 (the "Original Report"), originally filed with the Securities and Exchange Commission on June 29, 2021 (the "Original Filing Date"). This Amendment is being filed solely for the purpose of indicating on Scrivener's Error in the published financial statements. In this amendment the Company is represent the Consolidated Balance Sheet and the Consolidated Statement of Cash Flows for the year ended March 31, 2021 and 2020. The Consolidated Statement of Operations and the Consolidated Statement of Stockholders' Equity (Deficit) remain unchanged from the Original Report. The numbers affected in this amendment relate to Inventory, Prepaid Inventory and Prepaid Expenses. The amount on the Original Report correctly listed Current Assets as $2,396,567. This total for Current assets is correct and remains unchanged. The amount listed for Inventory was transcribed incorrectly from our records and was not noticed prior to the publication of this report. The sum of the Current assets was different than the total presented. The total of inventory on hand of $201,372 instead of the previously reported $647,013. This change reflected in the below presented financial statements had no effect on the Cash Used in Operating Activities, Current Assets or Total Assets. As a result of the Scrivener's Error, there were also changes necessary in the presentation of the Consolidated Cash Flow Statement. The Original Report indicated an increase in Prepaid Assets in the amount of $1,348 which was represented as a decrease of $20,544. The Original Report indicated an increase in Inventory (including deposits on inventory not received) of $518,302 which was represented as an increase of $495,861. Additionally, the Original Report indicated an increase in Accounts Payable of $296,892 which was represented to an increase of $314,892. As a result of these figures not summing correctly, the Cash used in Operating Activities was not impacted. The last effect of the Scrivener's Error was the duplication of the repayment of a loan from an officer. The Original Report indicated Cash Used by Investing Activities in the amount of $50,159. This amount was already as Cash Used in Financing Activities. This report represents Cash Used in Financing Activities as $369,854 compared to the Original Report stating $420,013. Other than as expressly set forth above, no other changes have been made to the Original Report. This Amendment speaks as of the Original Filing Date of the Original Report, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and the Company's other filings with the Securities and Exchange Commission. | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | 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 | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,660,617 | ||
Entity Common Stock, Shares Outstanding | 287,871,214 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets: | ||
Cash | $ 49,826 | $ 5,348 |
Accounts receivable, net allowance for doubtful accounts | 32,227 | 42,580 |
Investment - trading securities | 1,246,050 | 101,200 |
Investment - other | 312,481 | 178,100 |
Inventory asset | 201,372 | 128,711 |
Prepaid inventory | 423,200 | |
Prepaid expenses and other current assets | 131,411 | 151,955 |
Total current assets | 2,396,567 | 607,894 |
Lease right of use asset | 64,301 | 22,090 |
Assets held for resale | 11,084 | |
Property and equipment, net | 12,063 | 13,478 |
Leasehold improvements, net of amortization | 4,688 | |
Total assets | 2,488,703 | 643,462 |
Current liabilities: | ||
Notes payable, net of discounts | 504,819 | 585,134 |
Accounts payable | 390,947 | 76,055 |
Accrued interest | 14,722 | 39,384 |
Accrued expenses | 68,442 | 46,719 |
Loan Payable to office | 50,159 | |
Liability for common stock to be issued | 174,000 | 131,000 |
Lease liability - current portion | 14,426 | 13,891 |
Deferred revenue | 384 | |
Total current liabilities | 1,167,356 | 942,726 |
Lease liability - net of current portion | 50,100 | 8,933 |
Total liabilities | 1,217,456 | 951,659 |
Stockholders' equity (deficit): | ||
Common stock, par value $0.00001; 400,000,000 shares authorized, 275,858,714 and 107,039,107 outstanding at March 31, 2021 and 2020, respectively | 2,760 | 1,070 |
Additional paid-in capital | 63,417,565 | 58,213,365 |
Accumulated deficit | (62,149,078) | (58,522,632) |
Accumulated other comprehensive income | ||
Total stockholders' equity (deficit) | 1,271,247 | (308,197) |
Total liabilities and stockholders' equity (deficit) | $ 2,488,703 | $ 643,462 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares outstanding | 283,496,214 | 275,858,714 | 107,039,107 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Gross revenue | $ 354,667 | $ 239,388 |
Sales Discounts | (63,973) | (4,999) |
Sales returns | (5,375) | |
Net Revenue | 285,319 | 234,389 |
Cost of goods sold | 162,627 | 180,154 |
Gross profit | 122,692 | 54,235 |
Operating expenses | ||
Marketing and advertising | 273,305 | 188,129 |
Research and development | 273,385 | 6,923 |
Fulfilment services | 106,519 | 42,050 |
General and administrative | 2,857,220 | 1,855,229 |
Depreciation and amortization expense | 1,737 | 914 |
Total operating expenses | 3,512,166 | 2,093,245 |
Loss from operations | (3,389,474) | (2,039,010) |
Other income (expense) | ||
Interest expense | (1,093,071) | (902,228) |
Unrealized gain (loss) on trading securities | 1,023,600 | (219,200) |
Gain (Loss) on conversion of debt | (70,208) | 113,466 |
Loss on asset disposal | (1,230) | |
Gain on lease termination | 836 | |
Gain on sale of trading securities | 146,577 | 10,000 |
Loss on impairment of investment | (244,706) | |
Gain on disposal of discontinued operations | 4,941 | |
Foreign exchange | (29) | |
Total other income (expense) | (236,972) | (994,280) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (3,626,446) | (3,033,290) |
PROVISION FOR INCOME TAXES | ||
Net loss | (3,626,446) | (3,033,290) |
Net loss attributable to common shareholders | $ (3,626,446) | $ (3,033,290) |
Loss per share - basic and diluted - Continuing operations | $ (0.019) | $ (0.037) |
Loss per share - basic and diluted - Discontinuing operations | ||
Weighted average number of shares outstanding - basic and full diluted | 193,622,141 | 80,949,849 |
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] | Subscription Receivable [Member] | Non-Controlling Interest [Member] | Total |
Balance at Mar. 31, 2019 | $ 681 | $ 55,991,704 | $ (55,488,939) | $ 503,446 | |||
Balance, shares at Mar. 31, 2019 | 68,123,326 | ||||||
Issuance of shares via private placement | $ 54 | 143,366 | 143,420 | ||||
Issuance of shares via private placement, shares | 5,470,286 | ||||||
Issuance of commitment shares - debt financing | $ 25 | 218,435 | 218,460 | ||||
Issuance of commitment shares - debt financing, shares | 2,350,000 | ||||||
Shares issued for note conversion | $ 212 | 496,050 | 496,262 | ||||
Shares issued for note conversion, shares | 21,295,495 | ||||||
Stock-based compensation vesting | 569,636 | 569,636 | |||||
Stock-based compensation vesting, shares | |||||||
Stock issued for services | $ 73 | (73) | |||||
Stock issued for services, shares | 7,350,000 | ||||||
Issuance of shares for distribution agreements | $ 25 | (25) | |||||
Issuance of shares for distribution agreements, shares | 2,450,000 | ||||||
Recognition of beneficial conversion feature of convertible notes | 794,272 | 794,272 | |||||
Cumulative effect of adoption of Lease standard ASC 842 | (403) | (403) | |||||
Net loss | (3,033,290) | (3,033,290) | |||||
Balance at Mar. 31, 2020 | $ 1,070 | 58,213,365 | (58,522,632) | (308,197) | |||
Balance, shares at Mar. 31, 2020 | 107,039,107 | ||||||
Issuance of shares via private placement | $ 401 | 1,586,811 | 1,587,212 | ||||
Issuance of shares via private placement, shares | 40,084,998 | ||||||
Issuance of commitment shares - debt financing | $ 58 | 253,810 | 253,868 | ||||
Issuance of commitment shares - debt financing, shares | 5,740,000 | ||||||
Shares issued for note conversion | $ 932 | 1,699,744 | 1,700,676 | ||||
Shares issued for note conversion, shares | 93,197,109 | ||||||
Stock-based compensation vesting | 1,019,814 | 1,019,814 | |||||
Stock-based compensation vesting, shares | |||||||
Stock issued for services | $ 152 | (152) | |||||
Stock issued for services, shares | 15,187,500 | ||||||
Recognition of beneficial conversion feature of convertible notes | 208,806 | 208,806 | |||||
Cumulative effect of adoption of Lease standard ASC 842 | |||||||
Issuance of shares to CEO for cash | $ 7 | 34,993 | 35,000 | ||||
Issuance of shares to CEO for cash, shares | 700,000 | ||||||
Issuance of unrestricted shares - Tangiers Investment agreement at $0.02614 to $0.02754 | $ 140 | 400,374 | 400,514 | ||||
Issuance of unrestricted shares - Tangiers Investment agreement at $0.02614 to $0.02754, shares | 13,910,000 | ||||||
Net loss | (3,626,446) | (3,626,446) | |||||
Balance at Mar. 31, 2021 | $ 2,760 | $ 63,417,565 | $ (62,149,078) | $ 1,271,247 | |||
Balance, shares at Mar. 31, 2021 | 275,858,714 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Minimum [Member] | ||
Equity issuance price to private placement | $ 0.024 | $ 0.02 |
Equity issuance of commitment shares for debt financing | 0.028 | 0.039 |
Equity issuance price of note conversion | 0.01242 | 0.01412 |
Equity issuance price to services | 0.0306 | 0.0174 |
Equity issuance for distribution agreements | 0.02614 | 0.08 |
Maximum [Member] | ||
Equity issuance price to private placement | 0.09 | 0.07 |
Equity issuance of commitment shares for debt financing | 0.092 | 0.19 |
Equity issuance price of note conversion | 0.03 | 0.04725 |
Equity issuance price to services | 0.05 | 0.2092 |
Equity issuance for distribution agreements | $ 0.03344 | $ 0.2092 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss attributable to controlling interest | $ (3,626,446) | $ (3,033,290) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Bad debt expense | 29,404 | 64,146 |
Amortization of original issue discount | 100,543 | 67,044 |
Non-cash lease operating lease expense | 327 | 331 |
Depreciation and amortization | 1,737 | 914 |
Loss on disposal of fixed assets | 1,230 | |
Non-cash interest | 253,869 | 75,960 |
Loss (gain) on extinguishment of debt | (113,468) | |
Gain on lease termination | (836) | |
Amortization of debt discount | 645,832 | 687,486 |
Common stock issued and issuable for services (including stock-based compensation) | 1,019,814 | 569,636 |
Gain on disposal of discontinued operation | 244,706 | (4,941) |
Legal fees deducted from proceeds of notes payable | 17,700 | 24,900 |
(Gain) loss on the sale of trading securities | (146,577) | (10,000) |
Unrealized loss (gain) on trading securities | (1,023,600) | 219,200 |
(Increase) decrease in assets | ||
Prepaid expenses | 20,544 | (24,435) |
Inventory (including deposits on inventory not received) | (495,861) | (117,839) |
Proceeds (purchase) of trading securities, net | 40,000 | |
Accounts receivable | (19,051) | (106,726) |
Increase (decrease) in liabilities | ||
Accounts payable | 314,892 | 41,352 |
Deferred revenue | (384) | 384 |
Accrued expenses | 21,722 | 46,720 |
Accrued interest | 87,087 | 60,834 |
Cash used in operating activities | (2,554,578) | (1,510,562) |
Cash flows from investing activities | ||
Investment in VTGN warrants | (37,500) | |
Exercise of unregistered warrants for common stock | (240,000) | |
Sales proceeds from trading securities | 302,827 | |
Investment - other | (416,587) | (68,100) |
Purchase of property and equipment | (16,094) | (2,612) |
Cash used in investing activities | (369,854) | (108,212) |
Cash flows from financing activities | ||
Loan from Officer | (50,159) | 50,159 |
Repayment of principal on notes payable to individuals and companies | (221,457) | (27,500) |
Proceeds from the sale of common stock (including to be issued) | 1,665,211 | 244,420 |
Proceeds from notes payable to individuals and companies | 482,000 | 971,100 |
Proceeds from sale of registered shares - Tangiers Investment Agreement | 400,515 | |
Proceeds from convertible notes | 692,800 | |
Cash provided by financing activities | 2,968,910 | 1,238,179 |
Net decrease in cash | 44,478 | (380,595) |
Cash, beginning of year | 5,348 | 385,943 |
Cash, end of year | 49,826 | 5,348 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | 78,542 | 43,819 |
Taxes Paid | ||
NON-CASH ITEMS | ||
Recognition of lease liability and right of use asset at inception | 67,938 | 12,066 |
Recognition of lease liability and right of use asset lease modification | 23,177 | |
Conversion of notes payable and accrued interest for common stock | 1,700,675 | 496,262 |
Original issue discount on notes payable and debentures | 68,333 | 10,000 |
Recognition of debt discount | $ 208,806 | $ 794,272 |
Basis of Operations and Going C
Basis of Operations and Going Concern | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations and Going Concern | NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN AND GOING CONCERN NATURE OF BUSINESS These consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. Tauriga Sciences, Inc. (the “Company”) is a Florida corporation, with its principal place of business located at 4 Nancy Court, Suite 4, Wappingers Falls, NY 12590. During October 2020, the Company terminated its primary lease in New York City and established its new corporate headquarters in Wappingers Falls New York, effective January 6, 2021. The Company has, over time, moved into a diversified life sciences technology and consumer products company, with its mission to operate a revenue generating business, while continuing to evaluate potential acquisition candidates operating in the life sciences technology and consumer products spaces. Tauriga Pharma Corp. On January 4, 2018, the Company announced the formation of a wholly owned subsidiary in Delaware initially named Tauriga IP Acquisition Corp., which changed its name to Tauriga Biz Dev Corp. on March 25, 2018. Effective January 2020, the Company amended the certificate of incorporation of Tauriga Business Development Corp. in relevant part to effectuate a name change of this subsidiary to Tauriga Pharma Corp. The principal reason for the name change is to concentrate this subsidiary’s focus on the development of a pharmaceutical product line that is synergistic with the Company’s primary CBD product line. Currently, the plan is to initially create a pharmaceutical line of products to address nausea symptoms related to chemotherapy treatment in patients, which we will submit for clinical trials and to regulatory agencies for approval. On March 18, 2020, the Company filed a Provisional U.S. Patent Application covering its pharmaceutical grade version of Tauri-Gum™. This patent application, filed with the United States Patent & Trademark Office (“U.S.P.T.O.”), is titled: “MEDICATED CBD COMPOSITIONS, METHODS OF MANUFACTURING, AND METHODS OF TREATMENT.” The Company’s proposed pharmaceutical grade version of Tauri-Gum™ is being developed for nausea regulation, intended specifically to target patients subjected to ongoing chemotherapy treatment(s) (the “Indication”). The delivery system for this pharmaceutical product is an improved version of the existing “Tauri-Gum™” chewing gum formulation based on continued research and development. On March 17, 2021, the Company converted its U.S. Provisional Patent Application (filed on March 17, 2020) to a U.S. Non-Provisional Patent Application. This non-provisional patent application relates to the Company’s proposed pharmaceutical cannabinoid chewing gum delivery system for treatment of nausea derived from active chemotherapy treatment. Also on March 17, 2021, the Company filed an additional U.S. Provisional Patent Application relating to alternative pharmaceutical cannabinoid delivery systems. On March 17, 2021, the Company filed an International Patent Application under the Patent Cooperation Treaty (“PCT”), a cooperative agreement entered into by more than 130 countries with the purpose of bringing international conformity to the filing and preliminary evaluation of patent applications. This application relates to the Company’s proposed pharmaceutical cannabinoid chewing gum delivery system being developed to treat nausea derived from active chemotherapy treatment. The PCT application is published by the International Bureau at the World Intellectual Property Organization (“WIPO”), based in Geneva, Switzerland, in one of the ten “languages of publication”: Arabic, Chinese, English, French, German, Japanese, Korean, Portuguese, Russian, and Spanish. Currently, the pharmaceutical grade version of Tauri-Gum TM ● formulation development; ● non-clinical in vivo and in vitro studies to inform the effective clinical dose and safety margin; ● regulatory strategy and regulatory documentation preparation; ● confirmation of the active pharmaceutical ingredient (API); and ● Identifying pharma-grade API suppliers. Tauriga Sciences Limited 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 e-commerce merchant services. In conjunction to this new entity the Company entered into a two-year lease commencing on June 11, 2019. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. The Company terminated this lease during October 2020. The Company no longer maintains an office in this region. Collaboration Agreement with Aegea Biotechnologies Inc. On April 3, 2020, Tauriga Sciences, Inc. entered into a collaboration agreement (“Collaboration Agreement”) with Aegea Biotechnologies Inc. (“Aegea”), for the purpose of developing a Rapid, Multiplexed Novel Coronavirus (COVID-19) Point of Care Test with Superior Sensitivity and Selectivity (the “SARS-Col 2 Test”). The parties believed that the benefits of the SARS-CoV-2 Test were the following: a Rapid SARS-CoV-2 test with the sensitivity and specificity to eliminate false negatives and false positives, and with the ability to detect and measure viral shed, even in patients who are asymptomatic. This SARS-CoV-2 test would use Aegea’s patented technologies, to take coronavirus testing to the next level by differentiating different strains of SARS-CoV-2. The test, if successful, would be adaptable to additional SARS-CoV-2 strain types as necessary and as the virus mutates. It also has the possibility to be rapidly be customized to provide similarly sensitive and specific assays for other viruses. The Company committed to raise funding for the purposes set forth in under the Collaboration Agreement from its $5,000,000 Equity Line of Credit (“ELOC”) with Tangiers Global, LLC, which became effective on March 16, 2020. Seventy percent (70%) of the net proceeds from the sale of the initial 10,000,000 shares of stock of Tauriga under the ELOC were invested in Aegea for the development of the Covid Test and used to purchase shares of common stock of Aegea, at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. Additionally, as part of our agreement with Aegea, on May 26, 2020, Tauriga issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. On August 10, 2020, the Company and Aegea amended their Collaboration Agreement. Under the terms of the amendment, having invested 70% of the proceeds from the sale of the initial 10,000,000 shares of Tauriga stock under the ELOC with Tangiers, the Company increased the percentage of proceeds it invested in Aegea on the sale of the remaining shares available under the ELOC agreement from 20% to 40%. On January 6, 2021, however, the Company determined to terminate its ELOC by terminating each of the Investment Agreement and Registration Rights Agreement, and on January 8, 2021 filed a Post-Effective Amendment to its Form S-1 Registration Statement (333-236923) which removed from registration all shares not previously sold thereunder. This effectively also eliminates our obligation to any additional funding to Aegea under the Collaboration Agreement. As of March 31, 2021, the Company had invested $278,212 in Aegea for 69,553 shares, representing an ownership percentage of 1.03%. As of March 31, 2021, resultant delays of project milestones have led the Company to determined that full recovery of its investment in Aegea is in doubt and has recorded a 50% impairment loss on its consolidated Statement of Operations in the amount of $139,106. Aegea is still moving forward on this project and the Company will continue to monitor the progress. On February 26, 2021, as part of a settlement agreement concluding the Collaboration Agreement, the Company acquired an additional 69,552 common shares of Aegea, increasing the Company’s total holdings to 139,104 Aegea shares (representing a 2.04% stake in Aegea as of March 31, 2021). Chief Medical Officer On July 15, 2020, the Company appointed Dr. Keith Aqua (“Dr. Aqua”) as an independent contractor to the position of Chief Medical Officer (“CMO”) and entered into a consulting agreement with Dr. Aqua which carries a term of 12 months from inception, expiring on July 15, 2021. In his CMO capacity, Dr. Aqua will help the Company progress in the development of the Company’s proposed pharmaceutical grade version of Tauri-Gum™. In addition, Dr. Aqua will help establish a distribution network for the Company to market its Tauri-Gum™ brand to a variety of physicians and medical practices in southern Florida. In consideration of the services being provided by Dr. Aqua, and pursuant to the terms of the Agreement, the Company has agreed to issue Dr. Aqua (i) upon entry into the Agreement 750,000 shares of restricted common stock, (ii) agreed to 750,000 shares of restricted common stock which will be issued in equal monthly instalments of 62,500 shares beginning August 15, 2020 and (iii) agreed to $4,000 cash per quarter during the term of the Agreement, payable following the completion of each such quarter. As of March 31, 2021, the Company issued 1,187,500 restricted shares of its common stock to Dr. Aqua valued at $46,906 ($0.0395 per share). Subsequent to March 31, 2021, Dr. Aqua was issued 187,500 restricted shares of its common stock valued at $7,406 ($0.0395 per share). Master Services Agreement On December 16, 2020, we entered into a Master Services Agreement with North Carolina based Clinical Strategies & Tactics, Inc. (“CSTI”) to resume the clinical development of its proposed anti-nausea pharmaceutical grade version of Tauri-Gum™. CSTI will primarily focus its efforts on (i) Pharmaceutical Development Strategy, (ii) Commercialization Strategy, and (iii) Funding Strategy. The Company will with work with CSTI’s founder and chief executive officer, JoAnn C. Giannone, who has over 25 years’ experience effectively leading companies through the drug and medical device development process. On December 23, 2020, the Company funded the costs associated with this Agreement, which total consulting fees were $67,500, exclusive of out-of-pocket reimbursable expenses. The Company has paid additional fees, effected through change orders to the original contract, in the amount of $85,000. These additional fees were for pharmaceutical testing and market research. Under the terms of the Agreement and related statement of work, CTSI will provide a high-level assessment and documentation of the development efforts required to commercialize the proposed pharmaceutical product globally, a commercial assessment, and a review of potential funding strategies and funding sources and potential business partners. The delivery system for this proposed pharmaceutical version is a modified version (with higher concentration of CBD) of the existing Tauri-Gum™” chewing gum formulation based on continued research and development. COMPANY PRODUCTS 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. 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 TM Under the terms of the agreement, Per Os Bio produces 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; 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 3rd Party for CBD label content, THC content (0%), and clear for microbiology; 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; and H. Shipping System: Bulk packed 266 Packs per master case (“Palletized”). Under terms of the agreement with Per Os Bio: A. Each product order will consist of 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; C. We will provide graphic design artwork, logo, and label design to Per Os Bio; D. We implement Kosher Certification Process; E. We procure appropriate Product & Liability insurance policy (as of this report date the Company has in effect an $8,000,000 product liability policy); and F. We acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum on the Federal Statute Level. The Company’s gum formulation includes distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), Halal (Etimad certification), Vegan Formulation and incorporates a proprietary manufacturing process. See our “Risk Factors” contained in our Annual Report dated March 31, 2020 filed with the Securities and Exchange Commission on June 29, 2020, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis. The Company’s E-commerce website is www.taurigum.com. During the fiscal year 2020, the Company added two additional flavors: Blood Orange and Pomegranate. On August 31, 2020, the Company announced that it has obtained HALAL Certification (Authority: Etimad) for the entirety of its flagship brand Tauri-Gum™. A HALAL Certification is a guarantee that the products comply with the Islamic dietary requirements or Islamic lifestyle. During the year ended March 31, 2021, the Company received and commenced sales of Peach-Lemon and Black Currant CBG Gum. During its 4th Fiscal Quarter of 2021, the Company made a strategic decision to enhance its original Tauri-Gum™ formulation, by increasing the infusion concentrations of both its Cannabidiol (“CBD”) and Cannabigerol (“CBG”) Tauri-Gum™ products to 25mg per piece of chewing gum (previous concentration was 10mg for the Pomegranate, Blood Orange, Mint, and Peach-Lemon flavors and 15mg for the Black Currant flavor). Additionally, the Company increased its Tauri-Gum™ product offerings to 9 SKUs. The new offerings being introduced are Cherry-Lime Rickey flavored Caffeine infused chewing gum, an 8-piece blister pack of containing 50mg of caffeine per piece and Golden Raspberry flavored Vitamin D3 infused chewing gum, containing 2,000 IU (50 micrograms) of Vitamin D3 per piece. Through its October 2020 partnership with Think Big LLC (the Company founded by the son of late iconic U.S. rap artist, NOTORIOUS BIG aka “Frank White”), the Company is also offering 2 limited edition Licensed Tauri-Gum™/Frank White products: Honey-Lemon flavored chewing gum (containing: 15mg CBD, 15mg CBG, 5mg Vitamin C, 10mg Zinc per piece) and Mint flavor (25mg CBD per piece). For a full list of our currently available products please visit our E-Commerce Website at https://taurigum.com/. Tauri-Gummies On November 25, 2019, the Company announced that it has finalized the formulation for its Vegan 25 mg CBD (Isolate) Infused Gummies product to be branded Tauri-Gummies™ for which a trademark was filed in Switzerland and the European Union. The company has received a Notice of Allowance from the European Union Intellectual Property Office (“E.U.I.P.O.”) granting the Company its trademark Registration for: Tauri-Gummies™ (E.U. Trademark # 018138348). The effective registration date, granting this Tauri-Gummies™ trademark to the Company, was June 24, 2020. This product contains no gelatin in the formulation, as the Company has utilized plant-based alternatives in completion of this product. Each bottle contains 4 flavors – cherry, orange, lemon and lime. Each gummy package contains 24 gummies in a jar, 6 of each flavor, containing 25mg of CBD isolate per individual gummy, or 600 mg of CBD isolate per jar. These Gum Drops have been manufactured in the “Nostalgic” 1950s confectionary style and are both plant-based (Vegan Formulated) and Kosher Certified. The Company commenced sales of Tauri-Gummies™ in January 2020. In addition, we also received a Notice of Allowance to our Tauri-Gummies TM Cannabigerol “CBG” Isolate Infused Version of Tauri-Gum™ On December 30, 2019, the Company announced it had commenced development of a Cannabigerol (“CBG”) Isolate Infused version of its Tauri-Gum™ brand. This initial production run had been completed in its Peach-Lemon flavor (and each piece of Chewing Gum contains 10mg CBG isolate). This initial production run yielded roughly 8,300 blister packs. The product is Kosher Certified, Vegan Formulated, Lab Tested, NON-GMO, Allergen Free, Gluten Free, containing no THC, and 100% Made in the USA. MSRP has been established at $19.99 per Blister Pack. The Company has also commenced production of its second version of CBG Infused Tauri-Gum - Black Currant Flavor (each piece of Chewing Gum contains 15mg of CBG isolate). The Company’s Black Currant Flavor - CBG Infused Tauri-Gum™: Kosher Certified, Vegan, Halal, Lab-Tested, NON-GMO, Allergen Free, Gluten Free, 15mg CBG/Piece of Chewing Gum, 100% Made in the USA. During the year ended March 31, 2021, the Company received and commenced sales of Peach-Lemon and Black Currant CBG Gum. Immune Booster Version of Tauri-Gum™ On May 29, 2020, the Company announced that it has commenced development of an Immune Booster version of Tauri-Gum™, which commenced sales during the three months ended September 30, 2020. This product contains 60mg of Vitamin C and 10mg of Elemental Zinc (“Zinc”) in each piece of chewing gum. This product does not contain any phytocannabinoids (i.e., CBD or CBG). The Company’s Immune Booster Tauri-Gum™ product, is: Kosher certified, Halal Vegan, Lab-Tested, non-GMO, allergen free, gluten free, infused with 60mg Vitamin C & 10mg Elemental Zinc/per each piece of gum, no phytocannabinoids, and 100% made in the United States of America. This product was developed for general usage and as with respect to the entirety of the Company’s retail Tauri-Gum™ product line, there are no “treatment claims” made. Rainbow Deluxe Sampler Pack On June 15, 2020, the Company, introduced its Rainbow Deluxe Sampler Pack (“Rainbow Pack”). The Rainbow Pack is comprised of one blister pack of each Tauri-Gum’s™ flavors (6 blister packs in total) and will be available exclusively on the Company’s E-Commerce website (www.taurigum.com). The Rainbow Pack is comprised of three Tauri-Gum™ flavors of Cannabidiol (“CBD”) infused (Mint, Blood Orange, Pomegranate), two of the Tauri-Gum™ flavors are Cannabigerol (“CBG”) infused (Peach-Lemon, Black Currant), and one Tauri-Gum™ flavor is Vitamin C + Zinc (“Immune Booster”) infused (Pear Bellini). The introductory price of the Rainbow Pack is $99.99 per pack. The Rainbow pack commercially launched in late September 2020. Other Products The Company, from time to time, will offer various formats of CBD product through its e-commerce website. As of this report date the Company is currently offering a 70% dark chocolate 20mg CBD non-GMO dietary supplement and 100mg CBD scented bath bombs (Mint, Pomegranate and Blood Orange). The Company’s current offering includes a line of skin care products sold on its ecommerce website under the product line name of Uncle Bud’s. The skin care products include three different 4.2mg CBD facemasks (collagen, detoxifying and tightening masks), 100mg CBD daily moisturizer, 30mg CBD anti-wrinkle dream, hand and foot cream with hemp seed oil, 120mg CBD massage and body oil, 240mg CBD body revive roll-on, 35mg CBD transdermal patch and 120mg CBD body spray. Additionally, on December 1, 2020 the Company announced the commencement of development of a Caffeine infused version of Tauri-Gum™. When production run is complete, this will represent the 7th SKU of the Tauri-Gum™ product line. Delta 8 Version of Tauri-Gum™ During March 2021, the Company developed a Delta-8-Tetrahydrocannabinol (“Delta-8-THC” or “Delta-8”) infused version of Tauri-Gum™. Delta-8-THC infused products are legal when the ingredient has been derived from the industrial hemp plant (“Cannabis Sativa”) and does not contain more than 0.3% (1/333 rd DISTRIBUTION OF THE COMPANY’S PRODUCTS E&M Distribution Agreement On April 1, 2019, the Company entered into a distribution agreement with E&M Ice Cream Company (“E&M”) to establish 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 (“IRM”), an established medical practice management firm (the “IRM Distribution Agreement”). The purpose of the IRM Distribution Agreement is to target our Tauri-Gum TM Northeastern 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. In connection with the SKL Agreement, the Company had issued 1,000,000 restricted common shares the Company’s stock in accordance with a further division of such shares as previously disclosed by us in previous periodic reports. The SKL distribution agreement expired on April 30, 2020 and was not renewed. Further, in connection with this agreement, on May 11, 2019, we also entered into a consulting agreement with Ms. Neelima Lekkala, who was appointed Vice President of Distribution & Marketing. This consulting agreement had a one-year term and expired on May 11, 2020 and was not renewed by us. As of March 31, 2021, Ms. Lekkala earned commission in the amount of $1,143. Windmill Health Distribution Agreement On June 28, 2019, the Company entered into a distribution agreement with Windmill Health Products, LLC (“Windmill Health”), a New Jersey based distributor, with the intention of increasing and accelerating market penetration of the Company’s Tauri-Gum TM Mr. Checkout Distribution Agreement On June 29, 2020, the Company entered into a “Go-To-Market” distribution agreement with Mr. Checkout Distributors (“Mr. Checkout”), a marketing and consulting company located in Oviedo, Florida. The Mr. Checkout agreement enables the Company to launch its flagship brand Tauri-Gum™ through Mr. Checkout’s network of independent direct store distributors that service approximately 150,000 stores and retail locations across the United States. These stores include well-known convenience stores, gas station marts and supermarket chains. Under the terms of this agreement, on July 7, 2020, the Company paid a one-time $5,000 retainer on commission against the first $100,000 in sales. Subsequent commissions shall be paid to Mr. Checkout during the first thirty (30) days of the subsequent quarter once retainer has been met and exceeded. Commission will not be paid until the retainer has been met. As of March 31, 2021, the Company has recognized no sales via this agreement. Think BIG, LLC License Agreement On September 24, 2020, we entered into (i) a License Agreement (“License”) with Think BIG, LLC, a Los Angeles based company (“Think BIG”), (ii) a Professional Services Agreement (the “PSA”) with Willie C. Mack, Jr., CEO of Think BIG and (iii) a Professional Services Agreement (“PSA 2”) with Christopher J. Wallace, a co-founder of Think BIG (each of Willie C. Mack, Jr. and Christopher J. Wallace referred to herein as a “Brand Ambassador”), with the collective intent to enhance sales and marketing of the Company’s product lines, including its proprietary Rainbow Deluxe Sampler Pack (“Rainbow Pack”), and any co-branded products created by the parties to the License and each of the PSAs (the “Co-Branded Products”). The term of this license is for a period of two years from September 24, 2020 (the “Effective Date”), unless earlier terminated by either party pursuant to the terms thereunder. The term of each of the PSA and the PSA 2 shall commence on the Effective Date and end on the earlier of (i) the two-year anniversary thereof; (ii) the termination for any reason of the License; or (iii) the earlier termination of the PSA Agreement pursuant to the terms thereunder. The licensing arrangement permits for cross licensing, brand building, e-commerce customer acquisition efforts, retail customer acquisition efforts, enhanced social media presence, public relations & visibility strategies, as well as potential outreach to celebrities, and various other types of in-kind services in order to increase both Company revenue and customer acquisition efforts. The License will also allow for future joint development projects that will leverage the iconic “Frank White” brand and likeness/intellectual property (to which Think Big has the intellectual property rights). The Companies further agreed to a 50/50 gross profit split on sales of specially branded product, payable on or before the 15th day of each calendar month for the immediately preceding calendar month. In addition, the Company originally agreed to pay Think BIG, via a quarterly marketing fee for a period of twelve months in the amount $15,000 per quarter (for an aggregate total of $60,000), the first payment of which was paid by the Company within 10 days of the entry into the License. Subsequently, the parties agreed that the remaining payments would no longer be paid to Think BIG in exchange for the Company funding specially branded inventory printing and product as well as other marketing initiatives. Under each of the PSA and the PSA 2, each Brand Ambassador shall provide promotional and marketing services (“Services”) to the Company during the term of the respective PSAs, subject to the terms and conditions set forth therein, in connection with the Co-Branded Products and any co-developed products; and perform their individual marketing and promotional services set forth under the PSA and the PSA 2, respectively, and each of the exhibits annexed thereto. As consideration for each Brand Ambassador’s Services set forth under their respective PSAs, the Company agreed to issue each Brand Ambassador 1,500,000 restricted shares of the Company’s common stock, upon execution of the PSA and PSA 2. These shares were issued on December 17,2020. In the event that the applicable PSA has not previously been terminated, following the one-year anniversary of the Effective Date, an additional 1,500,000 restricted shares of Company’s common stock shall be issued to each Brand Ambassador, subject to the satisfaction of the terms of such additional services and/or criteria to be mutually agreed upon by the parties to the PSA and/or the PSA 2, as the case may be. In total, all shares issued and to be issued had a value of $183,600 that will be recognized over the term of the contract. Stock Up Express Agreement Effective February 1, 2021, the Company entered into a distribution agreement with Connecticut based Stock Up Express, a division of Bozzuto’s Inc., a distributor that generates more than $3 Billion in annual sales. The agreement shall remain in effect for a period of two (2) years, with automatic renewal for additional successive one (1) year terms. Under terms of this distribution agreement, Stock Up Express will market and resell the Company’s flagship brand, Tauri-Gum™, to its customer base of wholesale and retail customers in the mainland United States. The two companies will jointly market Tauri-Gum™ to Stock Up Express’ customer base. The Agreement allows for modification of product offerings, and the Company expects to offer additional product items over the course of calendar year 2021. Either party may terminate this Agreement for convenience by giving a sixty (60) day written notice to the other party or either party has the right to terminate this agreement if the other party breaches or is in default of any obligation hereunder, including the failure to make any payment when due, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party or within such additional cure period as the non-defaulting party may authorize in writing. These arrangements are more fully described in our periodic and current reports that we have filed with the Securities and Exchange Commission and included in these agreements filed by reference as exhibits thereto. REGULATORY MATTERS 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 came 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 had 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, which comment period was concluded on July 16, 2019. As of the date hereof, the FDA has taken the position that it is unlawful to put into interstate commerce food products containing hemp derived CBD, or to market CBD as, or in, a dietary supplement. Furthermore, since the closure of the FDA hearings on this issue, some state and local agencies have issued a ban on the sale of any food or beverages containing CBD. There have been legislative efforts at the federal level, which seek to provide clear guidance to industry stakeholders regarding how to comply with applicable FDA law with respect to CBD and other hemp derived cannabinoids. However, such legislative efforts have been limited and as of this date, these legislative efforts require extensive further approvals, including approval from both houses of Congress and the President of the United States, before being enacted into law, if at all. Furthermore, with respect to Company’s developing CBG and additional cannabinoid product lines, the FDA has provided no guidance as to how cannabinoids other than CBD (such as CBG) shall be regulated under the FD&C Act, and it is unclear at this time how such potential regulation could affect the results of the operations or prospects of the Company or this product line. FDA Clinical Trial Process – United States Drug Development In the United States, the FDA regulates drugs, medical devices and combinations of drugs and devices, or combination products, under the FDCA and its implementing regulations. Drugs are also subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an applicant t |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATED FINANCIAL STATEMENTS These consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, its wholly-owned subsidiary Tauriga Pharma Corp. (f/k/a Tauriga Biz Dev Corp – or “Tauriga BDC” and referenced herein as Tauriga BDC for contextual purposes only in describing the Blink contractual arrangement) and Tauriga Sciences Limited. All intercompany transactions have been eliminated in consolidation. As of March 31, 2021 and 2020, there is no activity in any of the Company’s subsidiaries other than Tauriga Pharma Corp. holding the electric car chargers. SEGMENT INFORMATION The Company has adopted provisions of ASC 280-10 Segment Reporting TM TM Tauri-gum Pharma Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 285,319 $ - $ - $ 285,319 Cost of Sales (162,627 ) - - (162,627 ) Gross Profit 122,692 - - 122,692 General and Administrative expense 2,778,282 80,675 - 2,858,957 Research and development 50,885 222,500 - 273,385 Selling and fulfillment expense 379,824 - - 379,824 Operating Loss $ (2,761,045 ) $ (303,175 ) $ - $ (3,389,474 ) Total Assets $ 2,288,263 $ 200,440 $ - $ 2,488,703 Total Liabilities $ 1,076,038 $ 141,418 $ - $ 1,217,456 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. 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 will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2021, we have not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. The Company has decided to abandon this business line, and therefore, we have reclassified these assets as held for sale. 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 net revenue from operations in the amount of $285,319 during the year ended March 31, 2021 compared to $234,389 for the prior year. All revenue is from the sale of the Company’s Tauri-Gum TM ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company maintains an allowance for doubtful accounts, which includes sales returns, sales allowances and bad debts. The allowance adjusts the carrying value of trade receivables for the estimate of accounts that will ultimately not be collected. An allowance for doubtful accounts is generally established as trade receivables age beyond their due dates, whether as bad debts or as sales returns and allowances. As past due balances age, higher valuation allowances are established, thereby lowering the net carrying value of receivables. The amount of valuation allowance established for each past-due period reflects the Company’s historical collections experience, including that related to sales returns and allowances, as well as current economic conditions and trends. The Company also qualitatively establishes valuation allowances for specific problem accounts and bankruptcies, and other accounts that the Company deems relevant for specifically identified allowances. The amounts ultimately collected on past-due trade receivables are subject to numerous factors including general economic conditions, the financial condition of individual customers and the terms of reorganization for accounts exiting bankruptcy. Changes in these conditions impact the Company’s collection experience and may result in the recognition of higher or lower valuation allowances. At March 31, 2021, the Company has established an allowance for doubtful accounts in the amount of $93,550. 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 these 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, 2021, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. At March 31, 2021 and March 31, 2020, the Company had a cash balance of $49,286 and $5,348, respectively. The Company’s does not expect, in the near term, for its cash balance to exceed the total FDIC insurance limit of $250,000 for other than very short periods of time where the Company would use such cash in excess of insurance in the very short-term in operating activities. 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, 2021 and March 31, 2020. 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, 2021, the Company has recorded a loss on the impairment on two of its cost method investments in the amount of $244,706. The Company did not record a loss on the impairment on investments for the year ended March 31, 2020. INVENTORY Inventory consists of finished goods in salable condition stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged and labeled salable inventory. Shipping of product to finished good inventory fulfilment center is also included in the total inventory cost. Shipping of product upon sale for e-commerce sales is paid by the customer upon ordering for orders of single packs of Tauri-Gum TM TM SHIPPING AND HANDLING COSTS The Company’s fulfillment handling costs are provided by independent contractors through fixed fee arrangements which may also include incentives. These fees also contain a large degree of consultative, administrative and warehousing services as part of the fixed fee. Management believes that due to these factors it is more representative to include these amounts as general and administrative costs instead of cost of goods sold. For the year ended March 31, 2021, the Company incurred fulfillment costs in the amount of $106,519 and $42,050, respectively. Shipping cost for the Company consists of product movement to and from trade shows, between office locations, mailing of samples and product shipments. The cost of shipping is typically not charged to the customer when they order more than one product from on the website. Customer shipping of large customers wholesale orders are done on a reimbursement basis therefore any shipping revenue and shipping expense are largely recorded as offsetting gross revenues and cost of goods sold. The Company had net shipping expense: Year Ended March 31, 2021 2020 Shipping revenue $ 6,240 $ 24,438 Shipping expense (24,693 ) (31,114 ) Net shipping expense $ (18,453 ) $ (6,706 ) 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 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. 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 $273,385 and $6,923 for the years ended March 31, 2021 and 2020, respectively. The Company is continually evaluating products and technologies, and incurs expenses relative to these evaluations, including in the natural wellness space, such as Tauri-Gum™ product development of new flavor formulations and other CBD delivery products, as well as development of a Cannabigerol (“CBG”) Isolate Infused version of its Tauri-Gum™ brand. We also incur expenses relative to collaboration agreements and any activity relative to the progress in the development of the Company’s FDA IND application for Phase II Trial of its proposed pharmaceutical grade version of Tauri-Gum™, as well as intellectual property or other related technologies. As the Company investigates and develops relationships in these areas, resultant expenses for trademark filings, license agreements, website and product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of any new entities. 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. 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. 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 or 20 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, 2021. RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. 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) 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 |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 3 - REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company’s net revenue by sales channel for the years ended March 31: 2021 2020 Revenue: Distributor $ - $ 62,441 E-Commerce 233,995 34,439 Wholesale 51,324 137,509 $ 285,319 $ 234,389 Revenues from the Company’s E-Commerce channel represented 82% of total net sales for the year ended March 31, 2021 compared to 14.7% for the prior year. As of March 31, 2021, the Company’s had an allowance for doubtful account collectability in the amount of $93,550 which was wholly attributable to the Wholesale channel. There were no significant contract asset or contract liability balances for periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
Inventory
Inventory | 12 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4– INVENTORY The following chart is the inventory value by product as of: March 31, 2021 March 31, 2020 CBD/CBG Tauri-Gum TM $ 173,207 $ 120,480 Tauri-Gummies TM 22,829 4,029 Other Gummies (1) - 2,425 Other (2) 5,336 1,776 Total Inventory $ 201,372 $ 128,710 (1) This segment of inventory is stock that was purchased in conjunction with Resale Agreement with OG Laboratories, LLC. (2) Other inventory consists of holiday pouches sold as a bundled of Tauri-Gum TM At March 31, 2021, there were $423,200 of prepayments on deposit with manufactures of Company products. At March 31, 2020, the Company had deposits to Per Os Bio in the amount of $96,688 for the manufacturing costs of Tauri-Gum TM |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5– PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: March 31, 2021 March 31, 2020 Estimated Life Computers, office furniture and other equipment $ 24,789 $ 69,638 3-5 years Less: accumulated depreciation (1,642 ) (56,160 ) Net $ 23,147 13,478 During the year ended March 31, 2021, the Company purchased office furniture in the amount of $8,722 for its new company headquarters in Wappingers Falls, New York. The furniture will be depreciated over 60 months commencing when it is put into service in the new Company headquarters on January 6, 2021. During the year ended March 31, 2021, the Company disposed of and removed from its books all obsolete and out of service fully depreciated computers, office furniture and other equipment in the amount of $55,942. The same amount was removed from accumulated depreciated so there was no change in net fixed assets as a result of this disposal. 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 would 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, 2021 due to the fact that they have not been placed in service. As of April 1, 2020, these charging units were reclassified as assets held for resale. Depreciation expense for the years ended March 31, 2021 and was $1,425 and $913, respectively. |
Leasehold Improvements
Leasehold Improvements | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leasehold Improvements | NOTE 6 –LEASEHOLD IMPROVEMENTS Associated with the Company’s January 6, 2021, relocation of its headquarters to Wappingers Falls the Company implemented certain leasehold improvements including signage and a sales display buildout at a total cost of $5,000. The Company has entered a two-year lease with a two-year extension option. The Company expects that it will exercise these two extension options and has chosen to amortize these leasehold improvements over 48 months. March 31, 2021 March 31, 2020 Expected Usage Wappingers Falls office signage and sales display $ 5,000 $ - 48 months Less: amortization (313 ) - Net $ 4,687 - |
Operating Lease
Operating Lease | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Operating Lease | NOTE 7 – OPERATING LEASE The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company chose 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 $7,492 and $7,895 as of April 1, 2019, respectively. The 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. CORPORATE OFFICE New York City Office – former headquarters 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 lease right of use asset for this lease at adoption was $7,492 and will be amortized on a straight-line basis over the remaining term of the lease. For the year March 31, 2021 and 2020, the Company recorded a lease expense of $8,062 and $6,322. On September 1, 2019, the Company entered into a two-year lease extension with the modified lease expiring November 30, 2021. The lease modification required the Company to remeasure the lease asset and lease liability based on the original lease. The Company recorded a net lease right of use asset and a lease liability at present value of approximately $26,093 for each. The Company recorded these amounts at present value, in accordance with the standard, using a discount rate of 8.98% which was representative of the weighted average borrowing rates for all notes issued to non-related parties based on the respective principal balances at the time of the lease extension. During October 2020, the Company terminated this lease and recorded a gain on lease disposal of $750. As of December 31, 2020, as a result of the lease termination the Company had neither an unamortized lease right of use asset or a lease liability associated with this lease. Wappingers Falls, New York – Corporate headquarters Effective January 6, 2021, the Company moved its corporate headquarters to 4 Nancy Court, Suite 4, Wappingers Falls, New York 12590. The Company’s telephone number remains the same, phone: 917-796-9926. The Company entered into a two-year lease, expiring January 31, 2023. Tenant will pay $19,200 annually ($1,600 per month) during the term of the lease. The Company paid $1,600 as a security deposit as part of this lease. The Company has the option to one two-year extension. The Company expects it will exercise this option. Tenant will pay $21,000 annually ($1,750 per month) during the option term. The Company recorded a right of use asset and liability in the amount of $67,938 representing the sum of all lease payments discounted using the Company’s weighted average borrowing rate based on outstanding debt at March 31, 2021. BARCELONA OFFICE On June 11, 2019, the Company entered into a two-year lease, expiring on September 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 was 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 June 11, 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 were recorded as gain or loss on currency translation. During October 2020, the Company terminated this lease and recorded a gain on lease disposal of $86. As of March 31, 2021, as a result of the lease termination the Company had neither an unamortized lease right of use asset or a lease liability associated with this lease. For the years ended March 31, 2021 and 2020, the Company recorded lease expense of $11,087 and $13,233, respectively. As of March 31, 2021, the value of the unamortized lease right of use asset is $64,301. As of March 31, 2020, the Company’s lease liability was $64,526. The following chart shows the Company’s operating lease cost for the years ended March 31, 2021 and 2020: For the year ended March 31, 2021 2020 Amortization of right of lease asset $ 10,311 $ 13,233 Lease interest cost 2,324 1,666 Total Lease cost $ 12,635 $ 14,899 Maturity of Operating Lease Liability for fiscal year ended March 31, 2022 $ 14,426 2023 16,201 2024 18,990 2025 14,910 Total lease payments $ 64,527 March 31, 2021 March 31, 2020 Right of Use (ROU) asset $ 64,301 $ 22,090 March 31, 2020 March 31, 2020 Operating lease liability: Current $ 14,426 $ 13,891 Non-Current 50,100 8,933 Total $ 64,526 $ 22,824 |
Notes Payable
Notes Payable | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE CONVERTIBLE NOTES March 31, 2021 March 31, 2020 GS Capital Partners LLC – Mar 2019 (a) - 175,000 GS Capital Partners LLC – Jun 2019 (b) - 60,000 Odyssey Funding, LLC – Sep 2019 (c) - 80,000 BHP Capital NY Inc. – Oct 2019 (d) - 55,000 Tangiers Global, LLC – Nov 2019 (e) - 137,500 Odyssey Funding, LLC – Dec 2019 (f) - 100,000 Jefferson Street Capital LLC – Dec 2019 (g) - 55,000 BHP Capital NY Inc. – Jan 2020 (h) - 44,000 ADAR Alef, LLC – Jan 2020 (i) - 44,000 GS Capital LLC – Jan 2020 (j) - 110,000 Tangiers Global, LLC – Feb 2020 (k) - 65,000 Crown Bridge Partners, LLC – Feb 2020 (l) - 55,000 ADAR Alef, LLC – Mar 2020 (m) - 44,000 Tangiers Global, LLC – Mar 2020 (n) - 43,050 GS Capital Partners, LLC – Apr 2020 (o) - - ADAR Alef, LLC – Apr – 2020 (p) - - Tangiers Global, LLC – May 2020 (q) - - First Fire Investments – May 2020 (r) - - GS Capital LLC – Jun 2020 (s) - - Tangiers Global, LLC – Jun 2020 (t) - - Tangiers Global, LLC – Dec 2020 (u) - - Total notes payable and convertible notes $ - $ 1,067,550 Less – note discounts (- ) (482,416 ) Less – current portion of these notes (- ) (585,134 ) Total notes payable and convertible notes, net discounts $ - $ - (a) On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital, with a maturity date of March 13, 2020. The GS Capital Note carried a $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 was 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 issued on June 20, 2019. The Holder was 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. 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. As of March 31, 2021, the noteholder fully converted the $300,000 of principal and $26,009 of accrued interest into 14,473,254 shares of the Company’s common stock ($0.0225 per share). Upon conversion, the balance of the share reserve was returned to treasury. (b) 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 had 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 was 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. 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”) and maintain a 2.5 times reserve for the amount then outstanding. On June 3, 2020, the noteholder converted the entire $60,000 of principal and $4,937 of accrued interest into 3,162,115 shares of common stock ($0.0205 per share) and the balance of the reserved shares were returned to the treasury. (c) On September 13, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Funding, LLC (“Investor”) pursuant to the terms of a Securities Purchase Agreement (the “Odyssey Note”). The Odyssey Note has a maturity date of September 13, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 64% 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. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the “Share Reserve”) of its Common Stock for conversions under this Note. As of March 31, 2021, the full principal of $100,000 and accrued interest in the amount of $4,443 as well as $500 in fees were converted into 5,543,332 shares of common stock ($0.0188 per share). Upon conversion, all shares remaining in the Share Reserve were cancelled and returned to the treasury. (d) On October 17, 2019, the Company entered into a Convertible Promissory Note (“BHP Note”), bearing an interest rate of 10% per annum, pursuant to a Securities Purchase Agreement with BHP Capital NY, Inc. dated October 7, 2019. The BHP Note had a maturity date of July 3, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on October 8, 2019). The holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% 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. Holder was entitled to deduct $500 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. The Borrower was required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. On October 16, 2019, the Company issued 250,000 commitment shares to noteholder, BHP Capital NY, Inc. pursuant to the BHP Note. The shares had a value of $9,750 ($0.039 per share) which was recorded as interest expense on the Company’s consolidated balance sheet. As of March 31, 2021, the noteholder converted the full principal of $55,000, accrued interest in the amount of $2,795 as well as $500 in fees into 3,060,931shares of common stock ($0.0191 per share). Upon conversion, all shares remaining in the Share Reserve were cancelled and returned to the treasury. (e) On November 7, 2019, the Company effectuated a nine-month convertible promissory note with Tangiers Global, LLC (the “Tangiers Note”). The Company received funds in the amount of $125,000 after reduction of the Original Issue Discount of $12,500. The $137,500 face value note matured on August 5, 2020 and bears and interest rate of 10%, guaranteed. The Note holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangiers 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. In connection with the Tangiers Note, the Company issued irrevocable transfer agent instructions reserving 35,000,000 shares (the “Share Reserve”) of its Common Stock for conversions under this Note, which Share Reserve has since been reduced as a result of conversions and other transactions between the parties. As of March 31, 2021, Tangiers fully converted all outstanding principal of $137,500 and accrued interest of $13,750 under this note. Interest on this note was guaranteed and prorated over the term of the note. Note principal and interest totaling $151,250 converted into 8,839,041 shares (average of $0.017112 per share). As a result, this note is fully repaid and retired and no further obligations or remuneration is due and owing thereunder, and any remaining shares of common stock in the Share Reserve were returned to treasury. (f) On December 18, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Capital, LLC (“Odyssey”) pursuant to the terms of a Securities Purchase Agreement (the “Odyssey Note”). The Odyssey Note has a maturity date of December 18, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 64% 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. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the “Share Reserve”) of its Common Stock for conversions under this Odyssey Note. As of March 31, 2021, the Company fully paid and retired this note including accrued interest $4,252 and a prepayment penalty in the amount of $45,748. Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (g) On December 26, 2019, the Company entered into a one year 10% $55,000 Convertible Note with Jefferson Street Capital LLC (“Jefferson Street”) pursuant to the terms of a Securities Purchase Agreement (the “Jefferson Street Note”). The Jefferson Street Note had a maturity date of December 26, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company at closing). The Investor was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Jefferson Street Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% 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. Commencing on the date which is 180 days following the date of this Jefferson Street Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Jefferson Street Note may be converted by Jefferson Street in whole or in part at any time from time to time after the Issue Date as noted in the Jefferson Street Note. In connection with the Jefferson Street Note, the Company was required at all times to have authorized and reserved six times the number of common shares that would be issuable upon full conversion of the Jefferson Street Note in effect, initially reserved at 20,000,000 common shares (the “Share Reserve”) of its Common Stock for conversions under this Jefferson Street Note. Upon full conversion of this note, remaining in the Share Reserve were cancelled. As of March 31, 2021, the noteholder converted the full principal of $55,000 plus accrued interest of $2,750 and $1,000 in fees for 3,095,362 shares of common stock ($0.01898 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (h) On January 3, 2020, the Company entered into a one-year 2% $44,000 Convertible Promissory Note with BHP Capital NY Inc. (“BHP Capital”) pursuant to the terms of a Securities Purchase Agreement (the “BHP Capital Note”). The BHP Capital Note has a maturity date of January 3, 2021 and carries a $4,000 original issue discount (such that $40,000 was funded to the Company at closing). Subsequent to this note funding, BHP exercised a most favored nations clause increasing this notes interest rate to 8%, based on subsequent notes issued by the Company. BHP had the right from time to time, and at any time after closing, to convert all or any amount of the principal face amount of the BHP Capital Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest one-day 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the BHP Capital Note, the Company issued irrevocable transfer agent instructions pursuant to which the Company is required at all times to have reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% beneficial ownership limitation is not in effect) (based on the respective Conversion Price of the Note in effect from time to time, initially 14,100,000 shares of its Common Stock (the “Share Reserve”) for conversions under this BHP Capital Note. As of March 31, 2021, the noteholder fully converted the full principal of $44,000 plus accrued interest of $2,290 and $1,000 fees for 3,095,362 common shares ($0.01512 per shares). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (i) On January 15, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800 after the deduction of $4,000 for OID and $2,200 in legal fees. The note has a maturity date of January 15, 2021. The face value amount 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 65% 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. The Company established an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted the full principal of $44,000 plus accrued interest of $2,750 and $1,000 in fees for 3,095,362 shares of common stock ($0.01898 per share). The full share reserve was released upon satisfaction of the note and returned to treasury. (j) On January 17, 2020, the Company entered into a one year 8% $110,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note had a maturity date of January 21, 2021 and carried a $10,000 original issue discount (such that $100,000 was funded to the Company on January 21, 2020). The holder was 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 65% 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”) within 5 days from the date of execution and maintained a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, all remaining shares in the Share Reserve were cancelled. Pursuant to this note, the Company issued to the noteholder 400,000 shares of its restricted common stock as debt commitment shares valued at $20,960 ($0.0524 per share). As of March 31, 2021, the noteholder converted the full principal of $110,000 plus accrued interest of $4,388 for 6,045,769 shares of common stock ($0.01898 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (k) On February 7, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC (the “Tangiers Note”). The Company received funds in the amount of $60,000 after reduction of the Original Issue Discount of $5,000. The $65,000 face value note matured on August 6, 2020 and bore an interest rate of 2%, guaranteed. This note had a fixed conversion price of $0.03 per share. The Company established an initial reserve of 7,000,000 shares of its common stock and has agreed to reserve a multiple of shares to fully convert under the terms of this note. The Note was retired after the Maturity Date, therefore was subject to the terms hereof and restrictions and limitations contained herein, the Holder had the right, at the Holder’s sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of common stock at the “Variable Conversion Price” which was equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company’s Common Stock during the 20 consecutive trading days prior to the date on which holder elected to convert all or part of the note. Accrued interest in the amount of $1,300 has been recognized on this note as of March 31, 2021. As of March 31, 2021, the noteholder converted the full principal of $65,000 plus accrued interest of $1,300 for 4,444,891 shares of common stock ($0.014916 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (l) Effective February 11, 2020 the Company entered into a one-year 10% convertible promissory note with Crown Bridge Partners, LLC (“Crown”), having a face value of $55,000. The Company received funds in the amount of $50,000 on February 23, 2020, after reduction of the Original Issue Discount of $5,000. The $55,000 face value note had a maturity date of February 11, 2021. Crown had the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this note into fully paid and non-assessable shares of common stock. The “Conversion Amount”, with respect to any conversion of this note, the sum of (1) the principal amount of this note to be converted in such conversion plus (2) at Crown’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this note to the conversion date, plus (3) at Crown’s option, default interest, if any. The conversion price shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price on the OTCQB, or applicable trading market during the previous twenty (20) trading day period ending on the latest complete trading day prior to the date of this note or (ii) the variable conversion price which meant 65% multiplied by lowest intraday trading price of any market makers for the common stock during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. The Company agreed that during the period the conversion right exists, the Company will reserve from its authorized and unissued common stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of this note. The Company was required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the note. The Company, on February 24, 2020, issued 250,000 debt commitment shares in conjunction with this note. The commitment shares had a value of $13,500 ($0.054 per share). The Company, on August 25, 2020 agreed issue 125,000 additional make-whole shares valued at $4,438 ($0.0355). As of March 31, 2021, the noteholder converted $8,543 on note principal including $1,500 of interest for 500,000 shares $0.020085. On January 5, 2021, the Company and the noteholder agreed to fully settle and retire this note for the amount of $75,0000. Along with $46,458 of note principal and $4,053 of accrued interest a prepayment penalty of $24,438 was recorded as a loss on conversion of debt. Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (m) On March 17, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 of Original Issue Discount and $2,200 in legal fees. The note had a maturity date of March 17, 2021. The face value amount 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 65% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company established an initial reserve of 7,584,500 shares of its common stock and at all times reserved a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted $44,000 of note principal and accrued interest of $1,989 for 2,600,620 ($ 0.017684 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (n) On March 23, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC. The Company received funds in the amount of $41,000 after reduction $2,050 of Original Issue Discount. The $43,050 face value note matured on September 23, 2020 and bore an interest rate of 5%, guaranteed. This note had a fixed conversion price of $0.03 per share. The Company agreed that it would, at all times, reserve and keep available for Tangiers, out of its authorized and unissued Common Stock a multiple of the number of shares of Common Stock issuable upon the full conversion of this note. Since this note was not converted as of the maturity date, Tangiers had the right, at its sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which was equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company’s Common Stock during the 20 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. As of March 31, 2021, the note holder converted $43,050 in note principal and $2,153 of accrued interest for 2,826,923 shares ($0.01599 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (o) On April 17, 2020, the Company entered into a one-year 8% $55,000 convertible note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement (“GS Note”). The GS Note had a maturity date of April 17, 2021 and carried a $5,000 Original Issue Discount (such that $50,000 was funded to the Company on April 17, 2020). The holder was 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 65% 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this and agreed to maintain a 2.5 times reserve for the amount then outstanding. The Company issued to the noteholder 150,000 shares of its restricted common stock as debt commitment shares valued at $5,000 ($0.03 per share). As of March 31, 2021, this noteholder converted note principal of $55,000 and accrued interest of $2,662 for 4,650,335 shares ($0.01408 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (p) On April 30, 2020, the Company entered into securities purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 for Original Issue Discount and $2,200 in legal fees. The note has a maturity date of April 30, 2021. The face value amount plus accrued interest under the note was convertible into shares of the Company’s common stock at a price for each share of common stock equal to 65% 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 was received by the Company or its transfer agent. The Company established an initial reserve of 7,736,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted note principal of $44,000 and accrued interest $1,975 for 3,701,000 shares ($0.01242 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (q) On May 8, 2020, the Company effectuated a six-month fixed convertible promissory note with Tangiers Global, LLC with a total face value of $102,500 containing an Original Issue Discount of $2,500. On May 8, 2020 and June 10, 2020, the Company received funds, on each date, in the amount of $50,000 and recognized Original Issue Discount of $1,250. This note matured on November 8, 2020 and bore an interest rate of 5%, guaranteed. This note has a fixed conversion price of $0.03 per share. The Company agreed that it would, at all times, reserve and keep available for Tangiers, out of its authorized and unissued Common Stock a multiple of the number of shares of Common Stock as were issuable upon the full conversion of this note. Since the note was not retired on or before the maturity date, it was subject to the terms hereof and restrictions and limitations contained herein, Tangiers had the right, at the its sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of Common Stock at the variable conversion price which shall be equal to the lower of: (a) the fixed conversion price or (b) 70% of the lowest volume weighted average price of the Company’s Common Stock during the 15 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. As of March 31, 2021, the noteholder converted note principal of $102,500 and accrued interest $5,125 for 5,823,864 shares ($0.01848 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (r) On May 18, 2020, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC (“Firstfire”) pursuant to a convertible promissory note in the principal amount of $88,333, having an Original Issue Discount in the amount of $8,833. On May 24, 2020, the Company received funds in the amount of $75,000 after the deduction of legal fees in the amount of $4,500. This note bore an annual interest rate of 8%. The per share conversion price into which principal amount and interest under this note was convertible into shares of Common Stock hereunder equal to 65% multiplied by the average of the two (2) lowest volume weighted average prices of the common stock during the fifteen (15) consecutive trading day period immediately preceding the date of the respective conversion. The borrower agreed that at all times until the note is satisfied in full, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of conversion shares equal to the greater of: (a) 8,500,000 shares of Common Stock or (b) the sum of the number of Conversion Shares issuable upon the full conversion of this Note multiplied by (ii) three and a half (3.5). The Company issued to the noteholder 375,000 shares of its restricted common stock as debt commitment shares valued at $12,075 ($0.0322 per share). As of March 31, 2021, the noteholder converted note principal of $88,333 and accrued interest $3,501 for 6,020,000 shares ($0.015255 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (s) On June 4, 2020, the Company entered into a one-year 8% $33,000 convertible note with GS Capital Partners, LLC (the “GS Note”) pursuant to the terms of a Securities Purchase Agreement. The GS Note had a maturity date of June 4, 2021 and carried $3,000 of original issue discount (such that $30,000 was funded to the Company on or about June 4, 2020). The holder was 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 |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9 – RELATED PARTIES On December 26, 2019, Chief Executive Officer, Seth Shaw, deposited $50,159 to be used for operating expenses. This is an interest free loan to the Company. During January and February 2021, Mr. Shaw was fully repaid, thus this note was fully repaid as of March 31, 2021. In conjunction with and consideration for a July 22, 2019, 10% convertible note, in the amount of $55,000, under a Securities Purchase Agreement the Company entered into with Jefferson Street Capital, LLC, the Chief Executive Officer had personally guaranteed the prompt, full and complete payment of the outstanding principal amount, accrued and unpaid interest, default interest (if any) and applicable fees (if any), owing by the Company under the note. This personal guaranty was to remain in effect until such time that the Company was able to reserve at least six times the amount of common shares issuable upon full conversion of the note. As a result of the increase in the authorized shares taking effect on September 13, 2019, this personal guaranty was removed and the Company reserved the appropriate number of shares on October 2, 2019. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT) COMMON STOCK As of March 31, 2021, the Company was authorized to issue 400,000,000 shares of its common stock. As of March 31, 2021 and June 28, 2021 there were 275,858,714 and 283,496,214 shares, respectively of common stock issued and outstanding. S-1 Registration Statement and Investment Agreement with Tangiers Global, LLC. On March 5, 2020, the Company filed an S-1 Registration Statement pursuant to the January 21, 2020, Investment Agreement and Registration Rights Agreement entered into Tangiers in order to establish a source of funding for our operations. Under the Investment Agreement, Tangiers agreed to provide us with a maximum of up to $5,000,000 of funding during the period ending three years from the date of effectiveness of the S-1 Registration Statement, under which we registered a maximum of 76,000,000 million shares for sale under the terms of the Investment Agreement. We were, in our sole discretion, allowed to deliver a Put Notice to Tangiers under this facility. The Put Notice would specify the number of shares of common stock which we intended to sell to Tangiers on a closing date. The closing of a purchase by Tangiers of the shares specified by us in the Put Notice would occur on the date which is no earlier than five and no later than seven trading days following the date Tangiers receives the Put Notice. On the closing date we would sell to Tangiers the shares specified in the Put Notice, and Tangiers would pay us an amount equal to the Purchase Price multiplied by the number of shares specified in the Put Notice. The S-1 Registration statement became effective March 16, 2020. As of March 31, 2021, the Company has initiated put notices to Tangiers for a total of 13,910,000 shares receiving net proceeds in the amount of $400,514. On January 6, 2021, the Company’s board of directors voted unanimously determined to terminate this equity line of credit facility by terminating each of the Investment Agreement and Registration Rights Agreement, and on January 8, 2021 filed a Post-Effective Amendment to its Form S-1 Registration Statement (333-236923) removing from registration all shares of common stock not previously sold thereunder. Fiscal Year 2020 During the year ended March 31, 2020, the Company issued 2,450,000 shares under our various distribution agreements, as more fully described in Note 1. Common shares issued had a value of $496,261 ($0.08 to $0.2092 per share). During the year ended March 31, 2020, the Company issued 21,295,495 shares for conversion of debt in the amount of $467,500 as well as accrued interest in the amount of $28,762 ($0.01412 to $0.04725 per share). During the year ended March 31, 2020, the Company issued 250,000 shares issued to Vice President of Distribution and Marketing. During the year ended March 31, 2020, the Company issued 7,100,000 shares issued for services rendered. During the year ended March 31, 2020, the Company issued 2,350,000 shares for debt commitments in the amount of $218,460 ($0.039 to $0.19 per share). During the year ended March 31, 2020, the Company recognized $569,636 in beneficial conversion feature for convertible notes whereby the holder can exercise conversion rights at a discount to the market price. During the year ended March 31, 2020, the Company issued 5,470,286 shares under stock purchase agreements in consideration for $143,420 ($0.02 to $0.07 per share) to accredited investors that are unrelated third parties. On March 27, 2020, the Company entered into a stock purchase agreement with an accredited investor to purchase 200,000 restricted shares of Company’s common stock for $5,000 ($0.025 per share.) As of this report date, these shares have not been issued. Fiscal Year 2021 During the year ended March 31, 2021, the Company issued 13,910,000 shares pursuant to put notices issued to Tangiers under the equity line of credit facility, with the Company receiving proceeds in the amount of $369,482 ($0.02614 to $0.03344 per share). During the year ended March 31, 2021, the Company issued 93,197,109 shares of common stock to holders of convertible notes to retire $1,588,926 in principal and $111,749 of accrued interest (at an average conversion price of $0.01825 per share) under the convertible notes. During the year ended March 31, 2021, the Company issued 7,687,500 shares for services rendered ($0.0306 to $0.050 per share). During the year ended March 31, 2021, the Company issued 5,740,000 shares for debt commitments in the amount of $253,869 ($0.028 to $0.092 per share). During the year ended March 31, 2021, the Company recognized $208,806 in beneficial conversion feature for convertible notes whereby the holder can exercise conversion rights at a discount to the market price. During the year ended March 31, 2021, the Company issued 40,084,998 shares under stock purchase agreements in consideration for $1,587,214 ($0.024 to $0.09 per share) to accredited investors that are unrelated third parties. During the year ended March 31, 2021, the Company issued 2,500,000 shares to two directors at a value of $0.092 per share. On July 10, 2020, the Company’s Chief Executive Officer purchased 700,000 shares of the Company’s Common Stock for an aggregate purchase price of $35,000, at $0.05 per share. Pursuant to the April 3, 2020, collaboration agreement the Company entered into with Aegea Biotechnologies Inc. (“Aegea”) the Company issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. The shares were valued at $155,000 ($0.031 per share). For a more complete description of this arrangement please refer to Note 1 to the financial statements under the subheading “Collaboration Agreement with Aegea Biotechnologies Inc.” as well as the agreement exhibits related thereto. 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 $1,019,814 and $569,636 in stock-based compensation expense related to these agreements in the year ended March 31, 2021 and 2020. WARRANTS FOR COMMON STOCK The following table summarizes warrant activity for the years ended March 31, 2021 and 2020: Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2019 1,210,276 $ 1.2 1.28 Years $ — Granted — — — Expired (488,011 ) 0.75 Exercised — — Canceled — — Outstanding and exercisable March 31, 2020 722,265 $ 1.19 0.83 Years $ — Granted — — — Expired (722,265 ) — Exercised — — Canceled — — Outstanding and exercisable March 31, 2021 — $ — $ — During the year ended March 31, 2021, 722,265 seven-year warrants expired which were issued to Pilus Energy, LLC During the year ended March 31, 2020, 488,011 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 year ended March 31, 2021 and 2020: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2019 133,334 $ 7.50 2.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2020 133,334 $ 7.50 1.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable March 31, 2021 133,334 $ 7.50 0.85 Years $ — |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 11 – 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 year and year ended March 31, 2021 and March 31, 2020: March 31, 2021 March 31,2020 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 0.00 % 0.00 % Temporary differences 11.83 % 2.42 % Permanent differences 0.03 % (0.87 )% Impact of Tax Reform Act 0.00 % (0.00 )% Change in valuation allowance (32.86 )% (22.55 )% 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, 2021 March 31, 2020 Deferred tax assets: Net operating losses before non-deductible items $ 4,586,526 $ 4,269,938 Loss on disposal of fixed assets - 613 Stock-based compensation 543,375 329,214 Unrealized gains (losses) on investments 164,666 (50,290 ) Total deferred tax assets 5,294,567 4,599,765 Less: Valuation allowance (5,294,567 ) (4,599,765 ) Net deferred tax assets $ - $ - At March 31, 2021, the Company had a U.S. net operating loss carry-forward in the approximate amount of $21.7 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 increased by $657,752 in the year ended March 31, 2021 and decreased by $657,980 in the year ended March 31, 2020. The net 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. |
Investments
Investments | 12 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | NOTE 12 – 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, 2020 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) VistaGen Therapeutics Inc (VTGN) (a) 287,500 - - 287,500 $ 101,200 - (186,300 ) Basanite Inc. (BASA) (b) 30,000 - 40,000 - - 10,000 - Totals $ 317,500 $ - $ 40,000 $ 287,500 $ 101,200 $ - $ (186,300 )* At March 31, 2021 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) VistaGen Therapeutics Inc (VTGN) (a) 287,500 277,500 302,827 408,750 $ 1,246050 146,577 837,300 * *This amount represents the cumulative unrealized loss as of March 31, 2021 and March 31, 2020. (a) 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. During the period of June 22, 2018 through August 1, 2018, 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. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of March 31, 2021, the Company has recognized an unrealized gain on these shares in the amount of $59,110, compared to an unrealized loss of $74,301 for the nine months ended December 31, 2019 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. On December 29, 2020, the Company exercised 480,000 of its $0.50 warrants in VTGN. The new cost basis for these warrant shares is the $0.50 paid to covert each warrant in to shares (230,000 shares) as well as an addition $0.15 per share on the purchased options (250,000) shares. During February and March 2021, the Company sold 125,000 shares of VTGN for proceeds of $302,827. The Company recognized a gain on the sale of these shares of $146,577. (b) 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 ended March 31, 2020, the Company sold its 400,000 shares for $40,000 ($0.10 per share) recognizing a profit of $10,000. At March 31, 2021, 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 and again on December 8, 2020, as a result of a 1 for 10 shares held (herein referred to collectively as the “Reverse Stock Split”). All share and per share amounts in this report have been adjusted to reflect the effect of the Reverse Stock Split. At March 31, 2021, these warrants were out of the money by $102.49 per share and are not publicly traded, and the Company has not recognized the value of these warrants as they are not liquid. TRADING SECURITIES (CONTINUED) On December 11, 2019, the Company purchased three year warrants exercisable for up to 250,000 shares of common stock of Vistagen Therapeutics Inc. at a cost of $0.15 each (total purchase price of $37,500). These warrants have a strike price of $0.50 each. As of March 31, 2021, these warrants were exercised, in full, and the resultant shares have a cost basis of $0.65 per share. In addition to the 250,000 Vistagen warrants noted above, at March 31, 2021, the Company currently holds warrants in Vistagen to purchase 320,000 shares of common stock at a strike price of $1.50 per share with an expiration of December 13, 2022. At March 31, 2021 these warrants were in of the money by $0.44 each. The Company also owned warrants for Vistagen to purchase 230,000 shares of common stock at a strike price of $1.50 per share with an expiration of February 28, 2022. On December 4, 2019, Vistagen adjusted the strike price of the February 2022 warrants to $0.50 each. As of March 31, 2021, these warrants were exercised and the resultant shares have a cost basis of $0.50 per share. The Company still holds 320,000 total warrants at a strike price of $1.50 per share. Since these warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid. On February 18, 2021, the Company’s board of directors authorized the open market sale of 220,000 of the 710,000 shares it holds in Vistagen Therapeutics Inc. On May 18, 2021, the Company exercised 180,000 of its Vistagen Therapeutics, Inc. five-year $1.50 registered warrants for $270,000 cash. EQUITY INVESTMENTS COST BASED INVESTMENTS SciSparc Ltd. On March 1, 2021, the Company invested $88,375 for 12,500 units of SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.) (OTCQB: SPRCY), a specialty, clinical-stage pharmaceutical company focusing on the development of cannabinoid-based treatments. The Company’s investment (acquisition of an equity stake with warrants) into SciSparc Ltd., was pursuant to an $8,150,000 private placement offering, comprised 1,152,628 Units to certain institutional and accredited investors in a private placement at an offering price of $7.07 per Unit. Each Unit consists of 1 American Depositary Share (“ADS”), 1 Series A Warrant and ½ Series B Warrant. The Series A Warrants have an exercise price of $7.07, subject to adjustments therein. The Series B Warrants have an exercise price equal to $10.60, subject to adjustments therein. The Series A Warrants and the Series B Warrants are exercisable six months from the date of issuance and have a term of exercise equal to five years from the initial exercise date. 278,744 of the Units included a Pre-Funded Warrant instead of an ADS. The Pre-Funded Warrants have an exercise price of $0.001 per full ADS. Aegis Capital Corp. acted as Exclusive Placement Agent in the United States in connection with the offering. The Company has recorded this investment at cost and will test for impairment annually. Paz Gum LLC Effective February 5, 2021, the Company purchased five percent of the membership units in Paz Gum LLC, a Nevada limited liability company under the terms of a Membership Unit Purchase Agreement for an aggregate purchase price of $50,000. The Company and Paz will endeavor to cross market and increase sales of our products, along with such other products that Paz Gum undertakes in their discretion. COST BASED INVESTMENTS (CONTINUED) Aegea Biotechnologies Inc. On April 3, 2020, Tauriga Sciences, Inc. entered into a collaboration agreement (“Collaboration Agreement”) with Aegea Biotechnologies Inc. (“Aegea”), for the purpose of developing a Rapid, Multiplexed Novel Coronavirus (COVID-19) Point of Care Test with Superior Sensitivity and Selectivity (the “SARS-Col 2 Test”). The parties believed that the benefits of the SARS-CoV-2 Test were the following: a Rapid SARS-CoV-2 test with the sensitivity and specificity to eliminate false negatives and false positives, and with the ability to detect and measure viral shed, even in patients who are asymptomatic. This SARS-CoV-2 test would use Aegea’s patented technologies, to take coronavirus testing to the next level by differentiating different strains of SARS-CoV-2. The test, if successful, would be adaptable to additional SARS-CoV-2 strain types as necessary and as the virus mutates. It also has the possibility to be rapidly be customized to provide similarly sensitive and specific assays for other viruses. The Company committed to raise funding for the purposes set forth in under the Collaboration Agreement from its $5,000,000 Equity Line of Credit (“ELOC”) with Tangiers Global, LLC, which became effective on March 16, 2020. Seventy percent (70%) of the net proceeds from the sale of the initial 10,000,000 shares of stock of Tauriga under the ELOC were invested in Aegea for the development of the Covid Test and used to purchase shares of common stock of Aegea, at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. Additionally, as part of our agreement with Aegea, on May 26, 2020, Tauriga issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. On August 10, 2020, the Company and Aegea amended their Collaboration Agreement. Under the terms of the amendment, having invested 70% of the proceeds from the sale of the initial 10,000,000 shares of Tauriga stock under the ELOC with Tangiers, the Company increased the percentage of proceeds it invested in Aegea on the sale of the remaining shares available under the ELOC agreement from 20% to 40%. On January 6, 2021, however, the Company determined to terminate its ELOC by terminating each of the Investment Agreement and Registration Rights Agreement, and on January 8, 2021 filed a Post-Effective Amendment to its Form S-1 Registration Statement (333-236923) which removed from registration all shares not previously sold thereunder. This effectively also eliminates our obligation to any additional funding to Aegea under the Collaboration Agreement. As of March 31, 2021, the Company had invested $278,212 in Aegea for 69,553 shares, representing an ownership percentage of 1.03%. As of March 31, 2021, resultant delays of project milestones have led the Company to determined that full recovery of its investment in Aegea is in doubt and has recorded a 50% impairment loss on its consolidated Statement of Operations in the amount of $139,106. Aegea is still moving forward on this project and the Company will continue to monitor the progress. On February 26, 2021, as part of a settlement agreement concluding the Collaboration Agreement, the Company acquired an additional 69,552 common shares of Aegea, increasing the Company’s total holdings to 139,104 Aegea shares (representing a 2.04% stake in Aegea as of March 31, 2021). Küdzoo, Inc. As of March 31, 2020, the Company had invested, in a total of $105,600 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 investments were recorded at cost and represents 0.2% of the value of Küdzoo based on a pre-money valuation of $10,200,000. The Company had made a total of six investments beginning September 4, 2018 and each were valued at the same pre-money valuation. As of March 31, 2021, the Company owned 1.41% of Küdzoo. As of March 31, 2021, it was discovered by the Company that Küdzoo has failed to raise sufficient capital to sustain ongoing operations. During its annual impairment testing the Company has fully impaired this investment and does not expect to recover any of its investment. 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, 2021 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, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 13 – FAIR VALUE MEASUREMENTS The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and March 31, 2020: March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 1,246,050 $ - $ - $ 1,246,050 Cost method investment – Küdzoo $ - $ - $ - $ - Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 Cost method investment - Aegea Biotechnologies, Inc. $ - $ - $ 139,106 $ 139,106 March 31, 2020 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 101,200 $ - $ - $ 101,200 Cost method investment – Küdzoo $ - $ - $ 105,600 $ 106,600 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 |
Concentrations
Concentrations | 12 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 14 – CONCENTRATIONS During the year ended March 31, 2021, we had one supplier for our product CBD/CBG Tauri-Gum TM TM During the year ended March 31, 2020, we have one supplier for our Tauri-Gum TM |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Subsequent to March 31, 2021, the Company issued additional shares of common stock as follows: (i); 5,737,500 shares under consulting agreements, (ii) 1,800,000 shares of restricted common stock for commitment shares and (iii)2,300,000 shares of restricted common stock to accredited investors for proceeds totaling $174,000 (average of $0.0757/per share). Subsequent to March 31, 2021, the Company received funds in the amount of $100,000 under a private placement agreement with an accredited investor to issue 2,500,000 shares of restricted common stock. On May 18, 2021, the Company exercised 180,000 of its Vistagen Therapeutics, Inc. five-year $1.50 registered warrants for $270,000 cash. As of June 25, 2021 and subsequent to March 31, 2021, the Company has sold 485,000 shares of its holdings in Vistagen for proceeds of $1,153,645. Corporate On April 14, 2021, the Company formed NFTauriga Corp. in the State of Nevada, and wholly owned subsidiary. The Company is the sole holder of total authorized 100 shares having a par value of $0.00001. The Company’s Chief Executive Officer, Seth M. Shaw is the initial sole member of the board of directors, to serve until a successor is duly elected and qualified. Mr. Shaw will also serve as the Chief Executive Officer and Secretary. The registered office of NFTauriga Corp. in the State of Delaware shall be at 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 in the County of New Castle. The name of its registered agent at such address is Vcorp Services, LLC. NFTauriga Corp. will have the same fiscal year and principal executive office and the Company. Consulting agreements On June 14, 2021, the Company entered into a 12-month Strategic Marketing and Consulting Agreement with Mayer & Associates. Under this agreement the Company will pay $150,000 along with the issuance of 3,500,000 shares of restricted common shares of Company stock. Half of the cash payment ($75,000) was paid upon execution of the agreement and the other half will be paid 90 days later. Upon execution, the Company shall issue 2,200,000 of the above-mentioned shares. The remaining 1,300,000 above-mentioned shares will be issued 90 days after this contract was executed. Mayer and Associate will provide the Company with opportunities relating to the world of professional sports, with respect to its products and product lines. This includes but is not limited to: introductions to professional sports leagues, celebrity (professional athletes) influencers/brand ambassadors/brand liaison(s), research and development opportunities, hosting of small periodic events for the Company and a diversified group of high-profile contacts and relationships, use social media exposure, podcasts backing of various elements from professional sports as well as assist the Company in advising of potential merger partners and developing corporate partnering relationships. The Company, at the sole discretion of its board, may pay an additional payment of $75,000 as permitted under this agreement. This additional payment will be recorded as a contingent liability on the Company consolidated balance sheet until formally authorized by the Company’s board of directors. This agreement is terminable after six months. As of the date of this annual report date the aforementioned shares have been issued and are reflected above in subsequent issuances. Notes payable Tangiers April 2021 Fixed convertible note ( $0.075 per share) On April 5, 2021, the Company effectuated a $525,000 six-month fixed convertible promissory note with Tangiers Global, LLC containing an original issue discount of $25,000. This note matures on October 5, 2021 and bears an interest rate of 8%, guaranteed. This note has a fixed conversion price of $0.075 per share. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if after the 91st day, but by the 180 th GS Capital Partners, LLC. Non-convertible debenture On April 30, 2021, the Company entered into a Securities Purchase Agreement and a non-convertible redeemable note with GS Capital Partners, LLC. The $313,000 aggregate principal note has a maturity date of June 1, 2022 and carries $23,000 Original Issue Discount with an interest rate of 8%. This note may be prepaid without penalty, provided that an event of default has not occurred. Upon an event of default, 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. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default and other such provisions, each as set forth in more detail in the note and SPA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | CONSOLIDATED FINANCIAL STATEMENTS These consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, its wholly-owned subsidiary Tauriga Pharma Corp. (f/k/a Tauriga Biz Dev Corp – or “Tauriga BDC” and referenced herein as Tauriga BDC for contextual purposes only in describing the Blink contractual arrangement) and Tauriga Sciences Limited. All intercompany transactions have been eliminated in consolidation. As of March 31, 2021 and 2020, there is no activity in any of the Company’s subsidiaries other than Tauriga Pharma Corp. holding the electric car chargers. |
Segment Information | SEGMENT INFORMATION The Company has adopted provisions of ASC 280-10 Segment Reporting TM TM Tauri-gum Pharma Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 285,319 $ - $ - $ 285,319 Cost of Sales (162,627 ) - - (162,627 ) Gross Profit 122,692 - - 122,692 General and Administrative expense 2,778,282 80,675 - 2,858,957 Research and development 50,885 222,500 - 273,385 Selling and fulfillment expense 379,824 - - 379,824 Operating Loss $ (2,761,045 ) $ (303,175 ) $ - $ (3,389,474 ) Total Assets $ 2,288,263 $ 200,440 $ - $ 2,488,703 Total Liabilities $ 1,076,038 $ 141,418 $ - $ 1,217,456 |
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. 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 will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2021, we have not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. The Company has decided to abandon this business line, and therefore, we have reclassified these assets as held for sale. 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 net revenue from operations in the amount of $285,319 during the year ended March 31, 2021 compared to $234,389 for the prior year. All revenue is from the sale of the Company’s Tauri-Gum TM |
Allowance for Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company maintains an allowance for doubtful accounts, which includes sales returns, sales allowances and bad debts. The allowance adjusts the carrying value of trade receivables for the estimate of accounts that will ultimately not be collected. An allowance for doubtful accounts is generally established as trade receivables age beyond their due dates, whether as bad debts or as sales returns and allowances. As past due balances age, higher valuation allowances are established, thereby lowering the net carrying value of receivables. The amount of valuation allowance established for each past-due period reflects the Company’s historical collections experience, including that related to sales returns and allowances, as well as current economic conditions and trends. The Company also qualitatively establishes valuation allowances for specific problem accounts and bankruptcies, and other accounts that the Company deems relevant for specifically identified allowances. The amounts ultimately collected on past-due trade receivables are subject to numerous factors including general economic conditions, the financial condition of individual customers and the terms of reorganization for accounts exiting bankruptcy. Changes in these conditions impact the Company’s collection experience and may result in the recognition of higher or lower valuation allowances. At March 31, 2021, the Company has established an allowance for doubtful accounts in the amount of $93,550. |
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 these 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, 2021, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. At March 31, 2021 and March 31, 2020, the Company had a cash balance of $49,286 and $5,348, respectively. The Company’s does not expect, in the near term, for its cash balance to exceed the total FDIC insurance limit of $250,000 for other than very short periods of time where the Company would use such cash in excess of insurance in the very short-term in operating activities. 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, 2021 and March 31, 2020. |
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, 2021, the Company has recorded a loss on the impairment on two of its cost method investments in the amount of $244,706. The Company did not record a loss on the impairment on investments for the year ended March 31, 2020. |
Inventory | INVENTORY Inventory consists of finished goods in salable condition stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged and labeled salable inventory. Shipping of product to finished good inventory fulfilment center is also included in the total inventory cost. Shipping of product upon sale for e-commerce sales is paid by the customer upon ordering for orders of single packs of Tauri-Gum TM TM |
Shipping and Handling Costs | SHIPPING AND HANDLING COSTS The Company’s fulfillment handling costs are provided by independent contractors through fixed fee arrangements which may also include incentives. These fees also contain a large degree of consultative, administrative and warehousing services as part of the fixed fee. Management believes that due to these factors it is more representative to include these amounts as general and administrative costs instead of cost of goods sold. For the year ended March 31, 2021, the Company incurred fulfillment costs in the amount of $106,519 and $42,050, respectively. Shipping cost for the Company consists of product movement to and from trade shows, between office locations, mailing of samples and product shipments. The cost of shipping is typically not charged to the customer when they order more than one product from on the website. Customer shipping of large customers wholesale orders are done on a reimbursement basis therefore any shipping revenue and shipping expense are largely recorded as offsetting gross revenues and cost of goods sold. The Company had net shipping expense: Year Ended March 31, 2021 2020 Shipping revenue $ 6,240 $ 24,438 Shipping expense (24,693 ) (31,114 ) Net shipping expense $ (18,453 ) $ (6,706 ) |
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 Loss Per Common Share | NET 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. |
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 $273,385 and $6,923 for the years ended March 31, 2021 and 2020, respectively. The Company is continually evaluating products and technologies, and incurs expenses relative to these evaluations, including in the natural wellness space, such as Tauri-Gum™ product development of new flavor formulations and other CBD delivery products, as well as development of a Cannabigerol (“CBG”) Isolate Infused version of its Tauri-Gum™ brand. We also incur expenses relative to collaboration agreements and any activity relative to the progress in the development of the Company’s FDA IND application for Phase II Trial of its proposed pharmaceutical grade version of Tauri-Gum™, as well as intellectual property or other related technologies. As the Company investigates and develops relationships in these areas, resultant expenses for trademark filings, license agreements, website and product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of any new entities. |
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. |
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. |
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 or 20 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, 2021. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. 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) 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Segment Information | Tauri-gum Pharma Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 285,319 $ - $ - $ 285,319 Cost of Sales (162,627 ) - - (162,627 ) Gross Profit 122,692 - - 122,692 General and Administrative expense 2,778,282 80,675 - 2,858,957 Research and development 50,885 222,500 - 273,385 Selling and fulfillment expense 379,824 - - 379,824 Operating Loss $ (2,761,045 ) $ (303,175 ) $ - $ (3,389,474 ) Total Assets $ 2,288,263 $ 200,440 $ - $ 2,488,703 Total Liabilities $ 1,076,038 $ 141,418 $ - $ 1,217,456 |
Schedule of Shipping Expense | The Company had net shipping expense: Year Ended March 31, 2021 2020 Shipping revenue $ 6,240 $ 24,438 Shipping expense (24,693 ) (31,114 ) Net shipping expense $ (18,453 ) $ (6,706 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation Revenue | The following table disaggregates the Company’s net revenue by sales channel for the years ended March 31: 2021 2020 Revenue: Distributor $ - $ 62,441 E-Commerce 233,995 34,439 Wholesale 51,324 137,509 $ 285,319 $ 234,389 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following chart is the inventory value by product as of: March 31, 2021 March 31, 2020 CBD/CBG Tauri-Gum TM $ 173,207 $ 120,480 Tauri-Gummies TM 22,829 4,029 Other Gummies (1) - 2,425 Other (2) 5,336 1,776 Total Inventory $ 201,372 $ 128,710 (1) This segment of inventory is stock that was purchased in conjunction with Resale Agreement with OG Laboratories, LLC. (2) Other inventory consists of holiday pouches sold as a bundled of Tauri-Gum TM |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: March 31, 2021 March 31, 2020 Estimated Life Computers, office furniture and other equipment $ 24,789 $ 69,638 3-5 years Less: accumulated depreciation (1,642 ) (56,160 ) Net $ 23,147 13,478 |
Leasehold Improvements (Tables)
Leasehold Improvements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Leasehold Improvements | March 31, 2021 March 31, 2020 Expected Usage Wappingers Falls office signage and sales display $ 5,000 $ - 48 months Less: amortization (313 ) - Net $ 4,687 - |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following chart shows the Company’s operating lease cost for the years ended March 31, 2021 and 2020: For the year ended March 31, 2021 2020 Amortization of right of lease asset $ 10,311 $ 13,233 Lease interest cost 2,324 1,666 Total Lease cost $ 12,635 $ 14,899 |
Schedule of Maturity of Operating Lease Liability | Maturity of Operating Lease Liability for fiscal year ended March 31, 2022 $ 14,426 2023 16,201 2024 18,990 2025 14,910 Total lease payments $ 64,527 |
Schedule of Right of Use Asset and Operating Lease Liability | March 31, 2021 March 31, 2020 Right of Use (ROU) asset $ 64,301 $ 22,090 March 31, 2020 March 31, 2020 Operating lease liability: Current $ 14,426 $ 13,891 Non-Current 50,100 8,933 Total $ 64,526 $ 22,824 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | CONVERTIBLE NOTES March 31, 2021 March 31, 2020 GS Capital Partners LLC – Mar 2019 (a) - 175,000 GS Capital Partners LLC – Jun 2019 (b) - 60,000 Odyssey Funding, LLC – Sep 2019 (c) - 80,000 BHP Capital NY Inc. – Oct 2019 (d) - 55,000 Tangiers Global, LLC – Nov 2019 (e) - 137,500 Odyssey Funding, LLC – Dec 2019 (f) - 100,000 Jefferson Street Capital LLC – Dec 2019 (g) - 55,000 BHP Capital NY Inc. – Jan 2020 (h) - 44,000 ADAR Alef, LLC – Jan 2020 (i) - 44,000 GS Capital LLC – Jan 2020 (j) - 110,000 Tangiers Global, LLC – Feb 2020 (k) - 65,000 Crown Bridge Partners, LLC – Feb 2020 (l) - 55,000 ADAR Alef, LLC – Mar 2020 (m) - 44,000 Tangiers Global, LLC – Mar 2020 (n) - 43,050 GS Capital Partners, LLC – Apr 2020 (o) - - ADAR Alef, LLC – Apr – 2020 (p) - - Tangiers Global, LLC – May 2020 (q) - - First Fire Investments – May 2020 (r) - - GS Capital LLC – Jun 2020 (s) - - Tangiers Global, LLC – Jun 2020 (t) - - Tangiers Global, LLC – Dec 2020 (u) - - Total notes payable and convertible notes $ - $ 1,067,550 Less – note discounts (- ) (482,416 ) Less – current portion of these notes (- ) (585,134 ) Total notes payable and convertible notes, net discounts $ - $ - (a) On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital, with a maturity date of March 13, 2020. The GS Capital Note carried a $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 was 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 issued on June 20, 2019. The Holder was 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. 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. As of March 31, 2021, the noteholder fully converted the $300,000 of principal and $26,009 of accrued interest into 14,473,254 shares of the Company’s common stock ($0.0225 per share). Upon conversion, the balance of the share reserve was returned to treasury. (b) 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 had 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 was 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. 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”) and maintain a 2.5 times reserve for the amount then outstanding. On June 3, 2020, the noteholder converted the entire $60,000 of principal and $4,937 of accrued interest into 3,162,115 shares of common stock ($0.0205 per share) and the balance of the reserved shares were returned to the treasury. (c) On September 13, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Funding, LLC (“Investor”) pursuant to the terms of a Securities Purchase Agreement (the “Odyssey Note”). The Odyssey Note has a maturity date of September 13, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 64% 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. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the “Share Reserve”) of its Common Stock for conversions under this Note. As of March 31, 2021, the full principal of $100,000 and accrued interest in the amount of $4,443 as well as $500 in fees were converted into 5,543,332 shares of common stock ($0.0188 per share). Upon conversion, all shares remaining in the Share Reserve were cancelled and returned to the treasury. (d) On October 17, 2019, the Company entered into a Convertible Promissory Note (“BHP Note”), bearing an interest rate of 10% per annum, pursuant to a Securities Purchase Agreement with BHP Capital NY, Inc. dated October 7, 2019. The BHP Note had a maturity date of July 3, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on October 8, 2019). The holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% 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. Holder was entitled to deduct $500 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. The Borrower was required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. On October 16, 2019, the Company issued 250,000 commitment shares to noteholder, BHP Capital NY, Inc. pursuant to the BHP Note. The shares had a value of $9,750 ($0.039 per share) which was recorded as interest expense on the Company’s consolidated balance sheet. As of March 31, 2021, the noteholder converted the full principal of $55,000, accrued interest in the amount of $2,795 as well as $500 in fees into 3,060,931shares of common stock ($0.0191 per share). Upon conversion, all shares remaining in the Share Reserve were cancelled and returned to the treasury. (e) On November 7, 2019, the Company effectuated a nine-month convertible promissory note with Tangiers Global, LLC (the “Tangiers Note”). The Company received funds in the amount of $125,000 after reduction of the Original Issue Discount of $12,500. The $137,500 face value note matured on August 5, 2020 and bears and interest rate of 10%, guaranteed. The Note holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangiers 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. In connection with the Tangiers Note, the Company issued irrevocable transfer agent instructions reserving 35,000,000 shares (the “Share Reserve”) of its Common Stock for conversions under this Note, which Share Reserve has since been reduced as a result of conversions and other transactions between the parties. As of March 31, 2021, Tangiers fully converted all outstanding principal of $137,500 and accrued interest of $13,750 under this note. Interest on this note was guaranteed and prorated over the term of the note. Note principal and interest totaling $151,250 converted into 8,839,041 shares (average of $0.017112 per share). As a result, this note is fully repaid and retired and no further obligations or remuneration is due and owing thereunder, and any remaining shares of common stock in the Share Reserve were returned to treasury. (f) On December 18, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Capital, LLC (“Odyssey”) pursuant to the terms of a Securities Purchase Agreement (the “Odyssey Note”). The Odyssey Note has a maturity date of December 18, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 64% 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. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the “Share Reserve”) of its Common Stock for conversions under this Odyssey Note. As of March 31, 2021, the Company fully paid and retired this note including accrued interest $4,252 and a prepayment penalty in the amount of $45,748. Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (g) On December 26, 2019, the Company entered into a one year 10% $55,000 Convertible Note with Jefferson Street Capital LLC (“Jefferson Street”) pursuant to the terms of a Securities Purchase Agreement (the “Jefferson Street Note”). The Jefferson Street Note had a maturity date of December 26, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company at closing). The Investor was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Jefferson Street Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% 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. Commencing on the date which is 180 days following the date of this Jefferson Street Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Jefferson Street Note may be converted by Jefferson Street in whole or in part at any time from time to time after the Issue Date as noted in the Jefferson Street Note. In connection with the Jefferson Street Note, the Company was required at all times to have authorized and reserved six times the number of common shares that would be issuable upon full conversion of the Jefferson Street Note in effect, initially reserved at 20,000,000 common shares (the “Share Reserve”) of its Common Stock for conversions under this Jefferson Street Note. Upon full conversion of this note, remaining in the Share Reserve were cancelled. As of March 31, 2021, the noteholder converted the full principal of $55,000 plus accrued interest of $2,750 and $1,000 in fees for 3,095,362 shares of common stock ($0.01898 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (h) On January 3, 2020, the Company entered into a one-year 2% $44,000 Convertible Promissory Note with BHP Capital NY Inc. (“BHP Capital”) pursuant to the terms of a Securities Purchase Agreement (the “BHP Capital Note”). The BHP Capital Note has a maturity date of January 3, 2021 and carries a $4,000 original issue discount (such that $40,000 was funded to the Company at closing). Subsequent to this note funding, BHP exercised a most favored nations clause increasing this notes interest rate to 8%, based on subsequent notes issued by the Company. BHP had the right from time to time, and at any time after closing, to convert all or any amount of the principal face amount of the BHP Capital Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest one-day 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the BHP Capital Note, the Company issued irrevocable transfer agent instructions pursuant to which the Company is required at all times to have reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% beneficial ownership limitation is not in effect) (based on the respective Conversion Price of the Note in effect from time to time, initially 14,100,000 shares of its Common Stock (the “Share Reserve”) for conversions under this BHP Capital Note. As of March 31, 2021, the noteholder fully converted the full principal of $44,000 plus accrued interest of $2,290 and $1,000 fees for 3,095,362 common shares ($0.01512 per shares). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (i) On January 15, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800 after the deduction of $4,000 for OID and $2,200 in legal fees. The note has a maturity date of January 15, 2021. The face value amount 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 65% 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. The Company established an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted the full principal of $44,000 plus accrued interest of $2,750 and $1,000 in fees for 3,095,362 shares of common stock ($0.01898 per share). The full share reserve was released upon satisfaction of the note and returned to treasury. (j) On January 17, 2020, the Company entered into a one year 8% $110,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note had a maturity date of January 21, 2021 and carried a $10,000 original issue discount (such that $100,000 was funded to the Company on January 21, 2020). The holder was 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 65% 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”) within 5 days from the date of execution and maintained a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, all remaining shares in the Share Reserve were cancelled. Pursuant to this note, the Company issued to the noteholder 400,000 shares of its restricted common stock as debt commitment shares valued at $20,960 ($0.0524 per share). As of March 31, 2021, the noteholder converted the full principal of $110,000 plus accrued interest of $4,388 for 6,045,769 shares of common stock ($0.01898 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (k) On February 7, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC (the “Tangiers Note”). The Company received funds in the amount of $60,000 after reduction of the Original Issue Discount of $5,000. The $65,000 face value note matured on August 6, 2020 and bore an interest rate of 2%, guaranteed. This note had a fixed conversion price of $0.03 per share. The Company established an initial reserve of 7,000,000 shares of its common stock and has agreed to reserve a multiple of shares to fully convert under the terms of this note. The Note was retired after the Maturity Date, therefore was subject to the terms hereof and restrictions and limitations contained herein, the Holder had the right, at the Holder’s sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of common stock at the “Variable Conversion Price” which was equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company’s Common Stock during the 20 consecutive trading days prior to the date on which holder elected to convert all or part of the note. Accrued interest in the amount of $1,300 has been recognized on this note as of March 31, 2021. As of March 31, 2021, the noteholder converted the full principal of $65,000 plus accrued interest of $1,300 for 4,444,891 shares of common stock ($0.014916 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. (l) Effective February 11, 2020 the Company entered into a one-year 10% convertible promissory note with Crown Bridge Partners, LLC (“Crown”), having a face value of $55,000. The Company received funds in the amount of $50,000 on February 23, 2020, after reduction of the Original Issue Discount of $5,000. The $55,000 face value note had a maturity date of February 11, 2021. Crown had the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this note into fully paid and non-assessable shares of common stock. The “Conversion Amount”, with respect to any conversion of this note, the sum of (1) the principal amount of this note to be converted in such conversion plus (2) at Crown’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this note to the conversion date, plus (3) at Crown’s option, default interest, if any. The conversion price shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price on the OTCQB, or applicable trading market during the previous twenty (20) trading day period ending on the latest complete trading day prior to the date of this note or (ii) the variable conversion price which meant 65% multiplied by lowest intraday trading price of any market makers for the common stock during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. The Company agreed that during the period the conversion right exists, the Company will reserve from its authorized and unissued common stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of this note. The Company was required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the note. The Company, on February 24, 2020, issued 250,000 debt commitment shares in conjunction with this note. The commitment shares had a value of $13,500 ($0.054 per share). The Company, on August 25, 2020 agreed issue 125,000 additional make-whole shares valued at $4,438 ($0.0355). As of March 31, 2021, the noteholder converted $8,543 on note principal including $1,500 of interest for 500,000 shares $0.020085. On January 5, 2021, the Company and the noteholder agreed to fully settle and retire this note for the amount of $75,0000. Along with $46,458 of note principal and $4,053 of accrued interest a prepayment penalty of $24,438 was recorded as a loss on conversion of debt. Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (m) On March 17, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 of Original Issue Discount and $2,200 in legal fees. The note had a maturity date of March 17, 2021. The face value amount 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 65% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company established an initial reserve of 7,584,500 shares of its common stock and at all times reserved a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted $44,000 of note principal and accrued interest of $1,989 for 2,600,620 ($ 0.017684 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (n) On March 23, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC. The Company received funds in the amount of $41,000 after reduction $2,050 of Original Issue Discount. The $43,050 face value note matured on September 23, 2020 and bore an interest rate of 5%, guaranteed. This note had a fixed conversion price of $0.03 per share. The Company agreed that it would, at all times, reserve and keep available for Tangiers, out of its authorized and unissued Common Stock a multiple of the number of shares of Common Stock issuable upon the full conversion of this note. Since this note was not converted as of the maturity date, Tangiers had the right, at its sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which was equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company’s Common Stock during the 20 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. As of March 31, 2021, the note holder converted $43,050 in note principal and $2,153 of accrued interest for 2,826,923 shares ($0.01599 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (o) On April 17, 2020, the Company entered into a one-year 8% $55,000 convertible note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement (“GS Note”). The GS Note had a maturity date of April 17, 2021 and carried a $5,000 Original Issue Discount (such that $50,000 was funded to the Company on April 17, 2020). The holder was 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 65% 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this and agreed to maintain a 2.5 times reserve for the amount then outstanding. The Company issued to the noteholder 150,000 shares of its restricted common stock as debt commitment shares valued at $5,000 ($0.03 per share). As of March 31, 2021, this noteholder converted note principal of $55,000 and accrued interest of $2,662 for 4,650,335 shares ($0.01408 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (p) On April 30, 2020, the Company entered into securities purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 for Original Issue Discount and $2,200 in legal fees. The note has a maturity date of April 30, 2021. The face value amount plus accrued interest under the note was convertible into shares of the Company’s common stock at a price for each share of common stock equal to 65% 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 was received by the Company or its transfer agent. The Company established an initial reserve of 7,736,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted note principal of $44,000 and accrued interest $1,975 for 3,701,000 shares ($0.01242 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (q) On May 8, 2020, the Company effectuated a six-month fixed convertible promissory note with Tangiers Global, LLC with a total face value of $102,500 containing an Original Issue Discount of $2,500. On May 8, 2020 and June 10, 2020, the Company received funds, on each date, in the amount of $50,000 and recognized Original Issue Discount of $1,250. This note matured on November 8, 2020 and bore an interest rate of 5%, guaranteed. This note has a fixed conversion price of $0.03 per share. The Company agreed that it would, at all times, reserve and keep available for Tangiers, out of its authorized and unissued Common Stock a multiple of the number of shares of Common Stock as were issuable upon the full conversion of this note. Since the note was not retired on or before the maturity date, it was subject to the terms hereof and restrictions and limitations contained herein, Tangiers had the right, at the its sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of Common Stock at the variable conversion price which shall be equal to the lower of: (a) the fixed conversion price or (b) 70% of the lowest volume weighted average price of the Company’s Common Stock during the 15 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. As of March 31, 2021, the noteholder converted note principal of $102,500 and accrued interest $5,125 for 5,823,864 shares ($0.01848 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (r) On May 18, 2020, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC (“Firstfire”) pursuant to a convertible promissory note in the principal amount of $88,333, having an Original Issue Discount in the amount of $8,833. On May 24, 2020, the Company received funds in the amount of $75,000 after the deduction of legal fees in the amount of $4,500. This note bore an annual interest rate of 8%. The per share conversion price into which principal amount and interest under this note was convertible into shares of Common Stock hereunder equal to 65% multiplied by the average of the two (2) lowest volume weighted average prices of the common stock during the fifteen (15) consecutive trading day period immediately preceding the date of the respective conversion. The borrower agreed that at all times until the note is satisfied in full, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of conversion shares equal to the greater of: (a) 8,500,000 shares of Common Stock or (b) the sum of the number of Conversion Shares issuable upon the full conversion of this Note multiplied by (ii) three and a half (3.5). The Company issued to the noteholder 375,000 shares of its restricted common stock as debt commitment shares valued at $12,075 ($0.0322 per share). As of March 31, 2021, the noteholder converted note principal of $88,333 and accrued interest $3,501 for 6,020,000 shares ($0.015255 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. (s) On June 4, 2020, the Company entered into a one-year 8% $33,000 convertible note with GS Capital Partners, LLC (the “GS Note”) pursuant to the terms of a Securities Purchase Agreement. The GS Note had a maturity date of June 4, 2021 and carried $3,000 of original issue discount (such that $30,000 was funded to the Company on or about June 4, 2020). The holder was 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 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following table summarizes warrant activity for the years ended March 31, 2021 and 2020: Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2019 1,210,276 $ 1.2 1.28 Years $ — Granted — — — Expired (488,011 ) 0.75 Exercised — — Canceled — — Outstanding and exercisable March 31, 2020 722,265 $ 1.19 0.83 Years $ — Granted — — — Expired (722,265 ) — Exercised — — Canceled — — Outstanding and exercisable March 31, 2021 — $ — $ — |
Schedule of Stock Options Activity | The following table summarizes option activity for the year ended March 31, 2021 and 2020: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2019 133,334 $ 7.50 2.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2020 133,334 $ 7.50 1.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable March 31, 2021 133,334 $ 7.50 0.85 Years $ — |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
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 year and year ended March 31, 2021 and March 31, 2020: March 31, 2021 March 31,2020 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 0.00 % 0.00 % Temporary differences 11.83 % 2.42 % Permanent differences 0.03 % (0.87 )% Impact of Tax Reform Act 0.00 % (0.00 )% Change in valuation allowance (32.86 )% (22.55 )% 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, 2021 March 31, 2020 Deferred tax assets: Net operating losses before non-deductible items $ 4,586,526 $ 4,269,938 Loss on disposal of fixed assets - 613 Stock-based compensation 543,375 329,214 Unrealized gains (losses) on investments 164,666 (50,290 ) Total deferred tax assets 5,294,567 4,599,765 Less: Valuation allowance (5,294,567 ) (4,599,765 ) Net deferred tax assets $ - $ - |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment in Trading Securities | Investment in Trading Securities: At March 31, 2020 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) VistaGen Therapeutics Inc (VTGN) (a) 287,500 - - 287,500 $ 101,200 - (186,300 ) Basanite Inc. (BASA) (b) 30,000 - 40,000 - - 10,000 - Totals $ 317,500 $ - $ 40,000 $ 287,500 $ 101,200 $ - $ (186,300 )* At March 31, 2021 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) VistaGen Therapeutics Inc (VTGN) (a) 287,500 277,500 302,827 408,750 $ 1,246050 146,577 837,300 * *This amount represents the cumulative unrealized loss as of March 31, 2021 and March 31, 2020. (a) 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. During the period of June 22, 2018 through August 1, 2018, 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. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of March 31, 2021, the Company has recognized an unrealized gain on these shares in the amount of $59,110, compared to an unrealized loss of $74,301 for the nine months ended December 31, 2019 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. On December 29, 2020, the Company exercised 480,000 of its $0.50 warrants in VTGN. The new cost basis for these warrant shares is the $0.50 paid to covert each warrant in to shares (230,000 shares) as well as an addition $0.15 per share on the purchased options (250,000) shares. During February and March 2021, the Company sold 125,000 shares of VTGN for proceeds of $302,827. The Company recognized a gain on the sale of these shares of $146,577. (b) 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 ended March 31, 2020, the Company sold its 400,000 shares for $40,000 ($0.10 per share) recognizing a profit of $10,000. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of 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, 2021 and March 31, 2020: March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 1,246,050 $ - $ - $ 1,246,050 Cost method investment – Küdzoo $ - $ - $ - $ - Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 Cost method investment - Aegea Biotechnologies, Inc. $ - $ - $ 139,106 $ 139,106 March 31, 2020 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 101,200 $ - $ - $ 101,200 Cost method investment – Küdzoo $ - $ - $ 105,600 $ 106,600 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 |
Basis of Operations and Going_2
Basis of Operations and Going Concern (Details Narrative) | Mar. 31, 2021USD ($)$ / shares | Feb. 26, 2021USD ($)shares | Feb. 01, 2021 | Dec. 23, 2020USD ($) | Dec. 16, 2020USD ($) | Sep. 24, 2020 | Aug. 15, 2020USD ($)shares | Aug. 10, 2020shares | Jul. 15, 2020shares | Jul. 10, 2020 | Jun. 29, 2020 | Jun. 15, 2020 | May 29, 2020 | Apr. 03, 2020USD ($)$ / sharesshares | Apr. 03, 2020USD ($)$ / sharesshares | Mar. 05, 2020USD ($)shares | Jan. 21, 2020USD ($)shares | Dec. 30, 2019 | Apr. 30, 2019shares | Apr. 08, 2019USD ($)shares | Apr. 02, 2019USD ($)shares | Jan. 12, 2019shares | Jun. 29, 2018 | Aug. 01, 2017USD ($) | Jun. 29, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 22, 2016 |
Common stock shares issued, value | $ 1,587,212 | $ 143,420 | ||||||||||||||||||||||||||||
Impairment loss on investment percentage | 50.00% | 50.00% | 50.00% | |||||||||||||||||||||||||||
Impairment loss on investment | $ (244,706) | |||||||||||||||||||||||||||||
Number of restricted shares issued during the period, value | 35,000 | |||||||||||||||||||||||||||||
Product liability | $ 8,000,000 | $ 8,000,000 | 8,000,000 | |||||||||||||||||||||||||||
Revenues | 285,319 | 234,389 | ||||||||||||||||||||||||||||
Debt conversion | 253,868 | 218,460 | ||||||||||||||||||||||||||||
Variable annual fee, percentage | 0.07 | |||||||||||||||||||||||||||||
Net sales | 285,319 | 234,389 | ||||||||||||||||||||||||||||
Gross profit | 122,692 | 54,235 | ||||||||||||||||||||||||||||
Working capital surplus | 1,291,211 | 1,291,211 | 1,291,211 | |||||||||||||||||||||||||||
Working capital deficit | 334,832 | |||||||||||||||||||||||||||||
Marketable securities | $ 1,246,050 | $ 1,246,050 | $ 1,246,050 | $ 101,200 | ||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||
Ownership interest | 20.00% | 20.00% | 20.00% | |||||||||||||||||||||||||||
Rainbow Deluxe Sampler Pack[Member] | ||||||||||||||||||||||||||||||
Ownership interest, description | The Rainbow Pack is comprised of one blister pack of each Tauri-Gum's™ flavors (6 blister packs in total) and will be available exclusively on the Company's E-Commerce website (www.taurigum.com). The Rainbow Pack is comprised of three Tauri-Gum™ flavors of Cannabidiol ("CBD") infused (Mint, Blood Orange, Pomegranate), two of the Tauri-Gum™ flavors are Cannabigerol ("CBG") infused (Peach-Lemon, Black Currant), and one Tauri-Gum™ flavor is Vitamin C + Zinc ("Immune Booster") infused (Pear Bellini). The introductory price of the Rainbow Pack is $99.99 per pack. The Rainbow pack commercially launched in late September 2020. | |||||||||||||||||||||||||||||
Other Products [Member] | ||||||||||||||||||||||||||||||
Ownership interest, description | The Company, from time to time, will offer various formats of CBD product through its e-commerce website. As of this report date the Company is currently offering a 70% dark chocolate 20mg CBD non-GMO dietary supplement and 100mg CBD scented bath bombs (Mint, Pomegranate and Blood Orange). The Company's current offering includes a line of skin care products sold on its ecommerce website under the product line name of Uncle Bud's. The skin care products include three different 4.2mg CBD facemasks (collagen, detoxifying and tightening masks), 100mg CBD daily moisturizer, 30mg CBD anti-wrinkle dream, hand and foot cream with hemp seed oil, 120mg CBD massage and body oil, 240mg CBD body revive roll-on, 35mg CBD transdermal patch and 120mg CBD body spray. Additionally, on December 1, 2020 the Company announced the commencement of development of a Caffeine infused version of Tauri-Gum™. When production run is complete, this will represent the 7th SKU of the Tauri-Gum™ product line. | |||||||||||||||||||||||||||||
Cannabigerol [Member] | Chewing Gum Contains 10mg [Member] | ||||||||||||||||||||||||||||||
Ownership interest, description | This initial production run had been completed in its Peach-Lemon flavor (and each piece of Chewing Gum contains 10mg CBG isolate). This initial production run yielded roughly 8,300 blister packs. The product is Kosher Certified, Vegan Formulated, Lab Tested, NON-GMO, Allergen Free, Gluten Free, containing no THC, and 100% Made in the USA. MSRP has been established at $19.99 per Blister Pack. | |||||||||||||||||||||||||||||
Cannabigerol [Member] | Chewing Gum Contains 15mg [Member] | ||||||||||||||||||||||||||||||
Ownership interest, description | Kosher Certified, Vegan, Halal, Lab-Tested, NON-GMO, Allergen Free, Gluten Free, 15mg CBG/Piece of Chewing Gum, 100% Made in the USA. | |||||||||||||||||||||||||||||
Cannabigerol [Member] | 60mg of Vitamin C [Member] | ||||||||||||||||||||||||||||||
Ownership interest, description | The Company announced that it has commenced development of an Immune Booster version of Tauri-Gum™, which commenced sales during the three months ended September 30, 2020. This product contains 60mg of Vitamin C and 10mg of Elemental Zinc ("Zinc") in each piece of chewing gum. This product does not contain any phytocannabinoids (i.e., CBD or CBG). The Company's Immune Booster Tauri-Gum™ product, is: Kosher certified, Halal Vegan, Lab-Tested, non-GMO, allergen free, gluten free, infused with 60mg Vitamin C & 10mg Elemental Zinc/per each piece of gum, no phytocannabinoids, and 100% made in the United States of America. | |||||||||||||||||||||||||||||
Dr. Keith Aqua [Member] | ||||||||||||||||||||||||||||||
Agreement description | Carries a term of 12 months from inception, expiring on July 15, 2021. | |||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 62,500 | 750,000 | 1,187,500 | |||||||||||||||||||||||||||
Number of restricted shares issued during the period, value | $ 4,000 | $ 46,906 | ||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0395 | $ 0.0395 | $ 0.0395 | |||||||||||||||||||||||||||
Dr. Keith Aqua [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 187,500 | |||||||||||||||||||||||||||||
Number of restricted shares issued during the period, value | $ 7,406 | |||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ .0395 | |||||||||||||||||||||||||||||
Ms. Neelima Lekkala [Member] | ||||||||||||||||||||||||||||||
Commission earned | $ 1,143 | |||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | ||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 13,910,000 | |||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01848 | $ 0.01848 | $ 0.01848 | |||||||||||||||||||||||||||
Debt conversion | $ 102,500 | |||||||||||||||||||||||||||||
Aegea Biotechnologies Inc [Member] | ||||||||||||||||||||||||||||||
Ownership interest | 2.04% | |||||||||||||||||||||||||||||
Investment | $ 139,104 | |||||||||||||||||||||||||||||
Collaboration Agreement [Member] | Tangier's Global, LLC [Member] | ||||||||||||||||||||||||||||||
Equity line of credit | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||
Collaboration Agreement [Member] | Aegea Biotechnologies Inc [Member] | ||||||||||||||||||||||||||||||
Net proceeds from sale of stock, percentage | 70.00% | 70.00% | ||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||
Stock price per share | $ / shares | $ 4 | $ 4 | ||||||||||||||||||||||||||||
Collaboration agreement, description | The Company increased the percentage of proceeds it invested in Aegea on the sale of the remaining shares available under the ELOC agreement from 20% to 40%. | The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. Additionally, as part of our agreement with Aegea, on May 26, 2020, Tauriga issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. | As of March 31, 2021, the Company had invested $278,212 in Aegea for 69,553 shares, representing an ownership percentage of 1.03%. | |||||||||||||||||||||||||||
Common stock shares issued, value | $ 69,552 | $ 69,553 | ||||||||||||||||||||||||||||
Ownership interest | 1.03% | 2.04% | 1.03% | 1.03% | ||||||||||||||||||||||||||
Investment | $ 278,212 | $ 278,212 | $ 278,212 | |||||||||||||||||||||||||||
Shares owned | shares | 139,104 | |||||||||||||||||||||||||||||
Number of common stock on sale transaction shares | shares | 10,000,000 | |||||||||||||||||||||||||||||
Master Services Agreement [Member] | ||||||||||||||||||||||||||||||
Consulting fees | $ 67,500 | |||||||||||||||||||||||||||||
Additional consulting fees | $ 85,000 | |||||||||||||||||||||||||||||
E&M Distribution Agreement [Member] | ||||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | |||||||||||||||||||||||||||||
Payment received from delivery of product | $ 54,000 | |||||||||||||||||||||||||||||
One time cash payment | $ 125,000 | |||||||||||||||||||||||||||||
South Florida Region Distribution Agreement [Member] | ||||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 450,000 | |||||||||||||||||||||||||||||
Cash stipend | $ 10,000 | |||||||||||||||||||||||||||||
Cash stipend paid | $ 6,000 | |||||||||||||||||||||||||||||
North Eastern United States Distribution Agreement [Member] | ||||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | |||||||||||||||||||||||||||||
Go To Market Disctribution Agreement [Member] | Mr. Checkout [Member] | ||||||||||||||||||||||||||||||
Commission description | Agreement enables the Company to launch its flagship brand Tauri-Gum™ through Mr. Checkout's network of independent direct store distributors that service approximately 150,000 stores and retail locations across the United States. These stores include well-known convenience stores, gas station marts and supermarket chains. Under the terms of this agreement, on July 7, 2020, the Company paid a one-time $5,000 retainer on commission against the first $100,000 in sales. Subsequent commissions shall be paid to Mr. Checkout during the first thirty (30) days of the subsequent quarter once retainer has been met and exceeded. Commission will not be paid until the retainer has been met. As of March 31, 2021, the Company has recognized no sales via this agreement. | |||||||||||||||||||||||||||||
Think BIG, LLC License Agreement [Member] | Think BIG, LLC [Member] | ||||||||||||||||||||||||||||||
Terms of license agreement | The licensing arrangement permits for cross licensing, brand building, e-commerce customer acquisition efforts, retail customer acquisition efforts, enhanced social media presence, public relations & visibility strategies, as well as potential outreach to celebrities, and various other types of in-kind services in order to increase both Company revenue and customer acquisition efforts. The License will also allow for future joint development projects that will leverage the iconic "Frank White" brand and likeness/intellectual property (to which Think Big has the intellectual property rights). The Companies further agreed to a 50/50 gross profit split on sales of specially branded product, payable on or before the 15th day of each calendar month for the immediately preceding calendar month. In addition, the Company originally agreed to pay Think BIG, via a quarterly marketing fee for a period of twelve months in the amount $15,000 per quarter (for an aggregate total of $60,000), the first payment of which was paid by the Company within 10 days of the entry into the License. Subsequently, the parties agreed that the remaining payments would no longer be paid to Think BIG in exchange for the Company funding specially branded inventory printing and product as well as other marketing initiatives. | |||||||||||||||||||||||||||||
Professional Services Agreement [Member] | Each Brand Ambassador's [Member] | ||||||||||||||||||||||||||||||
Agreement description | As consideration for each Brand Ambassador's Services set forth under their respective PSAs, the Company agreed to issue each Brand Ambassador 1,500,000 restricted shares of the Company's common stock, upon execution of the PSA and PSA 2. These shares were issued on December 17,2020. In the event that the applicable PSA has not previously been terminated, following the one-year anniversary of the Effective Date, an additional 1,500,000 restricted shares of Company's common stock shall be issued to each Brand Ambassador, subject to the satisfaction of the terms of such additional services and/or criteria to be mutually agreed upon by the parties to the PSA and/or the PSA 2, as the case may be. In total, all shares issued and to be issued had a value of $183,600 that will be recognized over the term of the contract. | |||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 1,500,000 | |||||||||||||||||||||||||||||
Number of restricted shares issued during the period, value | $ 183,600 | |||||||||||||||||||||||||||||
Stock Up Express Agreement [Member] | ||||||||||||||||||||||||||||||
Agreement description | The Company entered into a distribution agreement with Connecticut based Stock Up Express, a division of Bozzuto's Inc., a distributor that generates more than $3 Billion in annual sales. The agreement shall remain in effect for a period of two (2) years, with automatic renewal for additional successive one (1) year terms. Under terms of this distribution agreement, Stock Up Express will market and resell the Company's flagship brand, Tauri-Gum™, to its customer base of wholesale and retail customers in the mainland United States. The two companies will jointly market Tauri-Gum™ to Stock Up Express' customer base. The Agreement allows for modification of product offerings, and the Company expects to offer additional product items over the course of calendar year 2021. Either party may terminate this Agreement for convenience by giving a sixty (60) day written notice to the other party or either party has the right to terminate this agreement if the other party breaches or is in default of any obligation hereunder, including the failure to make any payment when due, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party or within such additional cure period as the non-defaulting party may authorize in writing. | |||||||||||||||||||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | ||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 13,910,000 | |||||||||||||||||||||||||||||
Common stock shares issued, value | $ 400,514 | |||||||||||||||||||||||||||||
Number of common stock on sale transaction shares | shares | 76,000,000 | 76,000,000 | ||||||||||||||||||||||||||||
Sale of stock, value of shares issued on transaction | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||
Volume weighted average price, discount | 88.00% | |||||||||||||||||||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Amount of shares to sell on a closing date | $ 5,000 | |||||||||||||||||||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Amount of shares to sell on a closing date | $ 350,000 | |||||||||||||||||||||||||||||
Placement Agreement [Member] | KushCo Holdings, Inc [Member] | ||||||||||||||||||||||||||||||
Agreement description | The Company and KushCo Holdings, Inc., a Nevada corporation ("KushCo"), entered into a Product Placement Membership Agreement (the "Placement Agreement"). Under the terms of the Placement Agreement, KushCo will provide placement services of the Company's Tauri-Gum™ product line(s), and will assist with retail activation, product incubation, branding and marketing solutions, and sales management services. As compensation for providing such services and placement of the Company's products, when KushCo or one of its affiliates consummates a purchase, distribution or sale of products (either directly or through third parties), KushCo will be paid a fee equal to 10% of the total gross sales for such transaction(s) (the "Placement Fee"). The Placement Fee shall be earned as of the date of the respective transaction and shall be paid in cash by the Company on a monthly basis and no later than the last calendar day of each calendar month. The Placement Agreement has a term of two (2) years, unless earlier terminated upon sixty (60) days notice to the Company, as provided under the KushCo Agreement. | |||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | Honeywood LLC [Member] | ||||||||||||||||||||||||||||||
Debt conversion | $ 170,000 | |||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | Honeywood LLC [Member] | Written Off [Member] | ||||||||||||||||||||||||||||||
Debt conversion | $ 199,119 | |||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | Honeywood LLC [Member] | Ownership [Member] | ||||||||||||||||||||||||||||||
Ownership interest | 5.00% | |||||||||||||||||||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | ||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | ||||||||||||||||||||||||||||||
Restricted common stock issued during period | shares | 500,000 | |||||||||||||||||||||||||||||
Equity Line Financing Agreement [Member] | Tangier's Global, LLC [Member] | ||||||||||||||||||||||||||||||
Number of common stock on sale transaction shares | shares | 76,000,000 | |||||||||||||||||||||||||||||
Sale of stock, value of shares issued on transaction | $ 5,000,000 | |||||||||||||||||||||||||||||
Sale of stock, description | The Company entered into a $5,000,000 equity line financing agreement with Tangiers, as well as a registration right agreement related thereto. The financing is over a maximum of 36 months. Pursuant to the Registration Rights Agreement, a maximum of 76,000,000 shares of our common stock, par value $.00001 per share that we may sell to Tangiers from time to time will be registered by us on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for this financing. As a result of the Company's Collaboration Agreement with Aegea, whereby seventy percent (70%) of the Net Proceeds from the sale of the initial 10,000,000 shares of stock of Tauriga using the ELOC were transferred to and invested in Aegea for the purchase of common stock of Aegea. Additionally, the Company has excluded 4,000,000 shares under this agreement to cover liabilities and expenses related to the establishment and maintenance of this agreement. | |||||||||||||||||||||||||||||
Investment Agreement and Registration Rights Agreement [Member] | Tangier's Global, LLC [Member] | ||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 3,910,000 | |||||||||||||||||||||||||||||
Common stock shares issued, value | $ 4,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Jun. 29, 2018 | Mar. 31, 2021USD ($)Integer | Mar. 31, 2020USD ($) |
Number of segments | Integer | 2 | ||
Variable annual fee, percentage | 0.07 | ||
Sales revenue | $ 285,319 | $ 234,389 | |
Accounts receivable | 32,227 | 42,580 | |
Allowance for doubtful accounts | 93,550 | ||
Refund to customers | 100 | ||
Cash FDIC insured amount | 250,000 | ||
Cash | 49,826 | 5,348 | |
Cash equivalents | |||
Loss on the impairment on investments | 244,706 | ||
Inventory asset | 201,372 | 128,711 | |
Receivable on funds paid for inventory | 423,200 | ||
Fulfilment services | 106,519 | 42,050 | |
Research and development costs | $ 273,385 | $ 6,923 | |
Maximum [Member] | |||
Ownership interest percentage | 20.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Segment Information (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 285,319 | $ 234,389 |
Cost of goods sold | 162,627 | 180,154 |
Gross profit | 122,692 | 54,235 |
General and administrative | 2,857,220 | 1,855,229 |
Research and development | 273,385 | 6,923 |
Selling and fulfillment expense | 379,824 | |
Operating Loss | (3,389,474) | (2,039,010) |
Total assets | 2,488,703 | 643,462 |
Total liabilities | 1,217,456 | $ 951,659 |
Tauri-gum [Member] | ||
Revenues | 285,319 | |
Cost of goods sold | (162,627) | |
Gross profit | 122,692 | |
General and administrative | 2,778,282 | |
Research and development | 50,885 | |
Selling and fulfillment expense | 379,824 | |
Operating Loss | (2,761,045) | |
Total assets | 2,288,263 | |
Total liabilities | 1,076,038 | |
Pharma [Member] | ||
Revenues | ||
Cost of goods sold | ||
Gross profit | ||
General and administrative | 80,675 | |
Research and development | 222,500 | |
Selling and fulfillment expense | ||
Operating Loss | (303,175) | |
Total assets | 200,440 | |
Total liabilities | 141,418 | |
Adjustments, Eliminations and Unallocated items [Member] | ||
Revenues | ||
Cost of goods sold | ||
Gross profit | ||
General and administrative | ||
Research and development | ||
Selling and fulfillment expense | ||
Operating Loss | ||
Total assets | ||
Total liabilities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Shipping Expense (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Shipping revenue | $ 6,240 | $ 24,438 |
Shipping expense | (24,693) | (31,114) |
Net shipping expense | $ (18,453) | $ (6,706) |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Allowance for doubtful account | $ 93,550 | ||
Sales Revenue [Member] | Product Concentration Risk [Member] | E-Commerce Channel [Member] | |||
Concentration risk percentage | 82.00% | 14.70% |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation Revenue (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 285,319 | $ 234,389 |
Distributor [Member] | ||
Revenues | 62,441 | |
E-Commerce [Member] | ||
Revenues | 233,995 | 34,439 |
Wholesale [Member] | ||
Revenues | $ 51,324 | $ 137,509 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Prepayments on deposits | $ 423,200 | |
Tauri-GumTM [Member] | ||
Deposits | $ 96,688 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 | |
Total Inventory | $ 201,372 | $ 128,711 | |
Tauri-GumTM [Member] | |||
Total Inventory | 173,207 | 120,480 | |
Tauri-GummiesTM [Member] | |||
Total Inventory | 22,829 | 4,029 | |
Collagen/Omega-3 Gummies [Member] | |||
Total Inventory | [1] | 2,425 | |
Other [Member] | |||
Total Inventory | [2] | $ 5,336 | $ 1,776 |
[1] | This segment of inventory is stock that was purchased in conjunction with Resale Agreement with OG Laboratories, LLC. | ||
[2] | Other inventory consists of holiday pouches sold as a bundled of Tauri-GumTM, other CBD products and skin care. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Purchase of office furniture | $ 8,722 | |
Furniture useful life | 60 months | |
Disposal of obsolete computers, office furniture and other equipment | $ 55,942 | |
Depreciation expense | $ 1,425 | $ 913 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Less: accumulated depreciation | $ (1,642) | $ (56,160) |
Net | $ 12,063 | 13,478 |
Property and equipment estimated life | 60 months | |
Computers, Office Furniture and Other Equipment [Member] | ||
Property and equipment gross | $ 24,789 | $ 69,638 |
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 |
Leasehold Improvements (Details
Leasehold Improvements (Details Narrative) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Property and equipment estimated life | 60 months |
Leasehold Improvements [Member] | |
Leasehold improvements | $ 5,000 |
Property and equipment estimated life | 48 months |
Leasehold Improvements - Schedu
Leasehold Improvements - Schedule of Leasehold Improvements (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Less: amortization | $ (1,642) | $ (56,160) |
Net | $ 12,063 | $ 13,478 |
Property and equipment estimated life | 60 months | |
Leasehold Improvements [Member] | ||
Wappingers Falls office signage and sales display | $ 5,000 | |
Less: amortization | (313) | |
Net | $ 4,688 | |
Property and equipment estimated life | 48 months |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) | Jan. 06, 2021USD ($) | Oct. 31, 2020USD ($) | Sep. 01, 2019USD ($) | Jun. 11, 2019USD ($) | Jun. 11, 2019EUR (€) | Dec. 02, 2017USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Apr. 02, 2019USD ($) |
Right of use asset | $ 64,301 | $ 22,090 | $ 7,492 | |||||||
Lease liability | 64,526 | 22,824 | 7,895 | |||||||
Lease expense | 11,087 | 13,233 | ||||||||
Gain (loss) on termination of lease | 836 | |||||||||
Unamortized lease right of use asset | 64,301 | |||||||||
Lease Agreements [Member] | ||||||||||
Right of use asset | $ 67,938 | |||||||||
Lease liability | $ 67,938 | |||||||||
Lease term | 2 years | |||||||||
Lease expiration date | Jan. 31, 2023 | |||||||||
Security deposit | $ 1,600 | |||||||||
Lease one [Member] | ||||||||||
Gain (loss) on termination of lease | $ 750 | |||||||||
First year term [Member] | ||||||||||
Lease income | 19,200 | |||||||||
Lease income per month | 1,600 | |||||||||
Option term [Member] | ||||||||||
Lease income | 21,000 | |||||||||
Lease income per month | $ 1,750 | |||||||||
Operating lease, option to extend description | The Company has the option to one two-year extension. | |||||||||
Lease two [Member] | ||||||||||
Gain (loss) on termination of lease | $ 86 | |||||||||
New York [Member] | ||||||||||
Right of use asset | $ 26,093 | $ 7,492 | ||||||||
Lease liability | $ 26,093 | |||||||||
Debt discount rate | 8.98% | |||||||||
Lease term | 2 years | 2 years | ||||||||
Lease expense | $ 1,010 | 8,062 | $ 6,322 | |||||||
Lease expiration date | Nov. 30, 2021 | |||||||||
Unamortized lease right of use asset | ||||||||||
Spain [Member] | ||||||||||
Lease liability | ||||||||||
Lease term | 2 years | |||||||||
Lease expiration date | Sep. 30, 2021 | Sep. 30, 2021 | ||||||||
Unamortized lease right of use asset | ||||||||||
Lease, description | Monthly rent payments was 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 June 11, 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 were recorded as gain or loss on currency translation. | Monthly rent payments was 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 June 11, 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 were recorded as gain or loss on currency translation. | ||||||||
Monthly rent payments | $ 201 | |||||||||
Spain [Member] | Euro [Member] | ||||||||||
Monthly rent payments | € | € 178 | |||||||||
ASU No. 2016-02 [Member] | ||||||||||
Right of use asset | 7,492 | |||||||||
Lease liability | $ 7,895 | |||||||||
Debt discount rate | 8.00% | |||||||||
ASU No. 2016-02 [Member] | Spain [Member] | ||||||||||
Right of use asset | 4,574 | |||||||||
Lease liability | $ 4,574 |
Operating Lease - Schedule of O
Operating Lease - Schedule of Operating Lease Cost (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Amortization of right of lease asset | $ 10,311 | $ 13,233 |
Lease interest cost | 2,324 | 1,666 |
Total Lease cost | $ 12,635 | $ 14,899 |
Operating Lease - Schedule of M
Operating Lease - Schedule of Maturity of Operating Lease Liability (Details) | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 14,426 |
2023 | 16,201 |
2024 | 18,990 |
2025 | 14,910 |
Total lease payments | $ 64,527 |
Operating Lease - Schedule of R
Operating Lease - Schedule of Right of Use Asset and Operating Lease Liability (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 02, 2019 |
Leases [Abstract] | |||
Right of Use (ROU) asset | $ 64,301 | $ 22,090 | $ 7,492 |
Operating lease liability: Current | 14,426 | 13,891 | |
Operating lease liability: Non-Current | 50,100 | 8,933 | |
Total | $ 64,526 | $ 22,824 | $ 7,895 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 05, 2021 | Nov. 18, 2020 | Oct. 22, 2020 | Oct. 05, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Number of restricted stock, value | $ 35,000 | |||||
Conversion of convertible debt, amount | 253,868 | $ 218,460 | ||||
Accrued interest | 14,722 | 39,384 | ||||
Interest expense | $ 902,228 | $ 1,093,071 | ||||
Convertible Notes [Member] | ||||||
Number of shares issued from common stock for conversion of debt, shares | 93,197,109 | 21,295,495 | ||||
Conversion of convertible debt, amount | $ 1,588,926 | $ 467,500 | ||||
Accrued interest | $ 111,749 | $ 28,762 | ||||
Average conversion price per share | $ 0.01825 | $ 0.0233 | ||||
Jefferson Street Capital LLC [Member] | ||||||
Number of restricted stock, shares | 1,250,000 | |||||
Number of restricted stock, value | $ 40,000 | |||||
Shares issued, price per share | $ 0.032 | |||||
Accrued interest | $ 3,218 | |||||
Jefferson Street Capital LLC [Member] | Inventory Financing Promissory Note [Member] | ||||||
Debt instrument, face amount | $ 135,000 | |||||
Moody Capital Solutions, Inc [Member] | Securities Purchase Agreement [Member] | ||||||
Debt instrument, maturity date | Oct. 5, 2021 | |||||
Original issue of discount | $ 10,000 | |||||
Due diligence fee | $ 3,000 | |||||
Debt instrument, interest rate during period | 10.00% | |||||
Debt instrument, interest rate effective rate description | Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. | |||||
Debt instrument, frequency of periodic payment description | The repayment of this note shall be in seven equal cash monthly installments beginning on April 5, 2021 and ending on October 5, 2021, for an aggregate amount of $148,500 | |||||
Repayment of debt | $ 148,500 | |||||
Debt conversion, description | In the event of a default of the note, noteholder shall have the right to convert all or any part of the outstanding and unpaid amounts into fully paid and non-assessable shares of Common Stock; provided, however, that in no event shall the holder be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result in beneficial ownership by noteholder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder. The beneficial ownership limitations noted above may not be waived by noteholder. The conversion price shall equal (subject to customary adjustments for stock splits, stock dividends or rights offerings, recapitalization, reclassifications, extraordinary distributions and similar events) 75% multiplied by the market price, which is defined to mean the lowest one day volume weighted average price of our Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. | |||||
Debt discount rate | At any time after October 5, 2020, if in the case that the Company's Common Stock is not deliverable by DWAC for any reason, an additional 10% discount will apply for all future conversions under all notes. If in the case that the Company's Common Stock is "chilled" for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under the Note while the "chill" is in effect; (ii) if both the events noted in (i) above were to occur, an additional cumulative 25% discount shall apply; (iii) if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the issuance date, an additional 15% discount will be attributed to the conversion price; if the Company ceases to be a reporting company under the 1934 Act, | |||||
Non-cash repayment of debt | 21,000,000 | |||||
SE Holdings, LLC [Member] | ||||||
Accrued interest | $ 7,008 | |||||
SE Holdings, LLC [Member] | Promissory Note [Member] | ||||||
Debt instrument, face amount | $ 110,000 | |||||
Debt instrument, maturity date | Sep. 11, 2021 | |||||
Original issue of discount | $ 10,000 | |||||
Debt instrument, interest rate during period | 12.00% | |||||
Debt instrument, interest rate effective rate description | Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of twenty four percent per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. | |||||
Repayment of debt | $ 22,500 | |||||
Debt conversion, description | Principal payments shall be made in five (5) installments, each in the amount of US$22,500.00 commencing one the fifth monthly anniversary following the issue date and continuing thereafter each thirty (30) days for five (5) months (assuming no defaults or partial or complete conversions of our Common Stock as a form of repayment). This note may not be converted by SE into shares of our Common Stock unless we default in our monthly repayment obligation pursuant to the cash repayment schedule noted above. In the event of a default of the note, SE shall have the right to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of Common Stock at the lowest market price for the preceding five trading days; provided, however, that in no event shall SE be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result in beneficial ownership by SE and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 | |||||
GS Partners Capital, LLC [Member] | Non Convertible Redeemable Note [Member] | ||||||
Debt instrument, face amount | $ 273,000 | |||||
Debt instrument, maturity date | Dec. 5, 2021 | |||||
Original issue of discount | $ 5,000 | |||||
Debt instrument, interest rate during period | 6.00% | |||||
Debt instrument, interest rate effective rate description | This note may be prepaid without penalty, provided that an event of default has not occurred. Upon an event of default, 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. | |||||
Accrued interest | $ 1,167 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 | |
Total notes payable and convertible notes | $ 1,067,550 | ||
Less - note discounts | (482,416) | ||
Less - current portion of these notes | (504,819) | (585,134) | |
Total notes payable and convertible notes, net discounts | |||
GS Capital Partners LLC - Mar 2019 [Member] | |||
Total notes payable and convertible notes | [1] | 175,000 | |
GS Capital Partners LLC - Jun 2019 [Member] | |||
Total notes payable and convertible notes | [2] | 60,000 | |
Odyssey Funding, LLC - Sep 2019 [Member] | |||
Total notes payable and convertible notes | [3] | 80,000 | |
BHP Capital NY Inc. - Oct 2019 [Member] | |||
Total notes payable and convertible notes | [4] | 55,000 | |
Tangiers Global, LLC - Nov 2019 [Member] | |||
Total notes payable and convertible notes | [5] | 137,500 | |
Odyssey Funding, LLC - Dec 2019 [Member] | |||
Total notes payable and convertible notes | [6] | 100,000 | |
Jefferson Street Capital LLC - Dec 2019 [Member] | |||
Total notes payable and convertible notes | [7] | 55,000 | |
BHP Capital NY Inc. - Jan 2020 [Member] | |||
Total notes payable and convertible notes | [8] | 44,000 | |
ADAR Alef, LLC - Jan 2020 [Member] | |||
Total notes payable and convertible notes | [9] | 44,000 | |
GS Capital LLC - Jan 2020 [Member] | |||
Total notes payable and convertible notes | [10] | 110,000 | |
Tangiers Global, LLC - Feb 2020 [Member] | |||
Total notes payable and convertible notes | [11] | 65,000 | |
Crown Bridge Partners, LLC - Feb 2020 [Member] | |||
Total notes payable and convertible notes | [12] | 55,000 | |
ADAR Alef, LLC - Mar 2020 [Member] | |||
Total notes payable and convertible notes | [13] | 44,000 | |
Tangiers Global, LLC - Mar 2020 [Member] | |||
Total notes payable and convertible notes | [14] | 43,050 | |
GS Capital Partners, LLC - Apr 2020 [Member] | |||
Total notes payable and convertible notes | [15] | ||
ADAR Alef, LLC - Apr - 2020 [Member] | |||
Total notes payable and convertible notes | [16] | ||
Tangiers Global, LLC - May 2020 [Member] | |||
Total notes payable and convertible notes | [17] | ||
First Fire Investments - May 2020 [Member] | |||
Total notes payable and convertible notes | [18] | ||
GS Capital LLC - Jun 2020 [Member] | |||
Total notes payable and convertible notes | [19] | ||
Tangiers Global, LLC - Jun 2020 [Member] | |||
Total notes payable and convertible notes | [20] | ||
Tangiers Global, LLC - Dec 2020 [Member] | |||
Total notes payable and convertible notes | [21] | ||
[1] | On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital, with a maturity date of March 13, 2020. The GS Capital Note carried a $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 was 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 issued on June 20, 2019. The Holder was 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. 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. As of March 31, 2021, the noteholder fully converted the $300,000 of principal and $26,009 of accrued interest into 14,473,254 shares of the Company's common stock ($0.0225 per share). Upon conversion, the balance of the share reserve was returned to treasury. | ||
[2] | 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 had 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 was 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. 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") and maintain a 2.5 times reserve for the amount then outstanding. On June 3, 2020, the noteholder converted the entire $60,000 of principal and $4,937 of accrued interest into 3,162,115 shares of common stock ($0.0205 per share) and the balance of the reserved shares were returned to the treasury. | ||
[3] | On September 13, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Funding, LLC ("Investor") pursuant to the terms of a Securities Purchase Agreement (the "Odyssey Note"). The Odyssey Note has a maturity date of September 13, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 64% 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. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note. As of March 31, 2021, the full principal of $100,000 and accrued interest in the amount of $4,443 as well as $500 in fees were converted into 5,543,332 shares of common stock ($0.0188 per share). Upon conversion, all shares remaining in the Share Reserve were cancelled and returned to the treasury. | ||
[4] | On October 17, 2019, the Company entered into a Convertible Promissory Note ("BHP Note"), bearing an interest rate of 10% per annum, pursuant to a Securities Purchase Agreement with BHP Capital NY, Inc. dated October 7, 2019. The BHP Note had a maturity date of July 3, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on October 8, 2019). The holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% 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. Holder was entitled to deduct $500 from the conversion amount in each Notice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion. The Borrower was required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. On October 16, 2019, the Company issued 250,000 commitment shares to noteholder, BHP Capital NY, Inc. pursuant to the BHP Note. The shares had a value of $9,750 ($0.039 per share) which was recorded as interest expense on the Company's consolidated balance sheet. As of March 31, 2021, the noteholder converted the full principal of $55,000, accrued interest in the amount of $2,795 as well as $500 in fees into 3,060,931shares of common stock ($0.0191 per share). Upon conversion, all shares remaining in the Share Reserve were cancelled and returned to the treasury. | ||
[5] | On November 7, 2019, the Company effectuated a nine-month convertible promissory note with Tangiers Global, LLC (the "Tangiers Note"). The Company received funds in the amount of $125,000 after reduction of the Original Issue Discount of $12,500. The $137,500 face value note matured on August 5, 2020 and bears and interest rate of 10%, guaranteed. The Note holder was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangiers 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. In connection with the Tangiers Note, the Company issued irrevocable transfer agent instructions reserving 35,000,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note, which Share Reserve has since been reduced as a result of conversions and other transactions between the parties. As of March 31, 2021, Tangiers fully converted all outstanding principal of $137,500 and accrued interest of $13,750 under this note. Interest on this note was guaranteed and prorated over the term of the note. Note principal and interest totaling $151,250 converted into 8,839,041 shares (average of $0.017112 per share). As a result, this note is fully repaid and retired and no further obligations or remuneration is due and owing thereunder, and any remaining shares of common stock in the Share Reserve were returned to treasury. | ||
[6] | On December 18, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Capital, LLC ("Odyssey") pursuant to the terms of a Securities Purchase Agreement (the "Odyssey Note"). The Odyssey Note has a maturity date of December 18, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 64% 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. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the "Share Reserve") of its Common Stock for conversions under this Odyssey Note. As of March 31, 2021, the Company fully paid and retired this note including accrued interest $4,252 and a prepayment penalty in the amount of $45,748. Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. | ||
[7] | On December 26, 2019, the Company entered into a one year 10% $55,000 Convertible Note with Jefferson Street Capital LLC ("Jefferson Street") pursuant to the terms of a Securities Purchase Agreement (the "Jefferson Street Note"). The Jefferson Street Note had a maturity date of December 26, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company at closing). The Investor was entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Jefferson Street Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% 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. Commencing on the date which is 180 days following the date of this Jefferson Street Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Jefferson Street Note may be converted by Jefferson Street in whole or in part at any time from time to time after the Issue Date as noted in the Jefferson Street Note. In connection with the Jefferson Street Note, the Company was required at all times to have authorized and reserved six times the number of common shares that would be issuable upon full conversion of the Jefferson Street Note in effect, initially reserved at 20,000,000 common shares (the "Share Reserve") of its Common Stock for conversions under this Jefferson Street Note. Upon full conversion of this note, remaining in the Share Reserve were cancelled. As of March 31, 2021, the noteholder converted the full principal of $55,000 plus accrued interest of $2,750 and $1,000 in fees for 3,095,362 shares of common stock ($0.01898 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. | ||
[8] | On January 3, 2020, the Company entered into a one-year 2% $44,000 Convertible Promissory Note with BHP Capital NY Inc. ("BHP Capital") pursuant to the terms of a Securities Purchase Agreement (the "BHP Capital Note"). The BHP Capital Note has a maturity date of January 3, 2021 and carries a $4,000 original issue discount (such that $40,000 was funded to the Company at closing). Subsequent to this note funding, BHP exercised a most favored nations clause increasing this notes interest rate to 8%, based on subsequent notes issued by the Company. BHP had the right from time to time, and at any time after closing, to convert all or any amount of the principal face amount of the BHP Capital Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% of the lowest one-day 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the BHP Capital Note, the Company issued irrevocable transfer agent instructions pursuant to which the Company is required at all times to have reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% beneficial ownership limitation is not in effect) (based on the respective Conversion Price of the Note in effect from time to time, initially 14,100,000 shares of its Common Stock (the "Share Reserve") for conversions under this BHP Capital Note. As of March 31, 2021, the noteholder fully converted the full principal of $44,000 plus accrued interest of $2,290 and $1,000 fees for 3,095,362 common shares ($0.01512 per shares). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. | ||
[9] | On January 15, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800 after the deduction of $4,000 for OID and $2,200 in legal fees. The note has a maturity date of January 15, 2021. The face value amount 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 65% 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. The Company established an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted the full principal of $44,000 plus accrued interest of $2,750 and $1,000 in fees for 3,095,362 shares of common stock ($0.01898 per share). The full share reserve was released upon satisfaction of the note and returned to treasury. | ||
[10] | On January 17, 2020, the Company entered into a one year 8% $110,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note had a maturity date of January 21, 2021 and carried a $10,000 original issue discount (such that $100,000 was funded to the Company on January 21, 2020). The holder was 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 65% 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution and maintained a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, all remaining shares in the Share Reserve were cancelled. Pursuant to this note, the Company issued to the noteholder 400,000 shares of its restricted common stock as debt commitment shares valued at $20,960 ($0.0524 per share). As of March 31, 2021, the noteholder converted the full principal of $110,000 plus accrued interest of $4,388 for 6,045,769 shares of common stock ($0.01898 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. | ||
[11] | On February 7, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC (the "Tangiers Note"). The Company received funds in the amount of $60,000 after reduction of the Original Issue Discount of $5,000. The $65,000 face value note matured on August 6, 2020 and bore an interest rate of 2%, guaranteed. This note had a fixed conversion price of $0.03 per share. The Company established an initial reserve of 7,000,000 shares of its common stock and has agreed to reserve a multiple of shares to fully convert under the terms of this note. The Note was retired after the Maturity Date, therefore was subject to the terms hereof and restrictions and limitations contained herein, the Holder had the right, at the Holder's sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of common stock at the "Variable Conversion Price" which was equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company's Common Stock during the 20 consecutive trading days prior to the date on which holder elected to convert all or part of the note. Accrued interest in the amount of $1,300 has been recognized on this note as of March 31, 2021. As of March 31, 2021, the noteholder converted the full principal of $65,000 plus accrued interest of $1,300 for 4,444,891 shares of common stock ($0.014916 per share). Upon full conversion of this note, any shares remaining in the Share Reserve were returned to treasury. | ||
[12] | Effective February 11, 2020 the Company entered into a one-year 10% convertible promissory note with Crown Bridge Partners, LLC ("Crown"), having a face value of $55,000. The Company received funds in the amount of $50,000 on February 23, 2020, after reduction of the Original Issue Discount of $5,000. The $55,000 face value note had a maturity date of February 11, 2021. Crown had the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this note into fully paid and non-assessable shares of common stock. The "Conversion Amount", with respect to any conversion of this note, the sum of (1) the principal amount of this note to be converted in such conversion plus (2) at Crown's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this note to the conversion date, plus (3) at Crown's option, default interest, if any. The conversion price shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price on the OTCQB, or applicable trading market during the previous twenty (20) trading day period ending on the latest complete trading day prior to the date of this note or (ii) the variable conversion price which meant 65% multiplied by lowest intraday trading price of any market makers for the common stock during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. The Company agreed that during the period the conversion right exists, the Company will reserve from its authorized and unissued common stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of this note. The Company was required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the note. The Company, on February 24, 2020, issued 250,000 debt commitment shares in conjunction with this note. The commitment shares had a value of $13,500 ($0.054 per share). The Company, on August 25, 2020 agreed issue 125,000 additional make-whole shares valued at $4,438 ($0.0355). As of March 31, 2021, the noteholder converted $8,543 on note principal including $1,500 of interest for 500,000 shares $0.020085. On January 5, 2021, the Company and the noteholder agreed to fully settle and retire this note for the amount of $75,0000. Along with $46,458 of note principal and $4,053 of accrued interest a prepayment penalty of $24,438 was recorded as a loss on conversion of debt. Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[13] | On March 17, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 of Original Issue Discount and $2,200 in legal fees. The note had a maturity date of March 17, 2021. The face value amount 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 65% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company established an initial reserve of 7,584,500 shares of its common stock and at all times reserved a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted $44,000 of note principal and accrued interest of $1,989 for 2,600,620 ($ 0.017684 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[14] | On March 23, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC. The Company received funds in the amount of $41,000 after reduction $2,050 of Original Issue Discount. The $43,050 face value note matured on September 23, 2020 and bore an interest rate of 5%, guaranteed. This note had a fixed conversion price of $0.03 per share. The Company agreed that it would, at all times, reserve and keep available for Tangiers, out of its authorized and unissued Common Stock a multiple of the number of shares of Common Stock issuable upon the full conversion of this note. Since this note was not converted as of the maturity date, Tangiers had the right, at its sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which was equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company's Common Stock during the 20 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. As of March 31, 2021, the note holder converted $43,050 in note principal and $2,153 of accrued interest for 2,826,923 shares ($0.01599 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[15] | On April 17, 2020, the Company entered into a one-year 8% $55,000 convertible note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement ("GS Note"). The GS Note had a maturity date of April 17, 2021 and carried a $5,000 Original Issue Discount (such that $50,000 was funded to the Company on April 17, 2020). The holder was 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 65% 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 twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this and agreed to maintain a 2.5 times reserve for the amount then outstanding. The Company issued to the noteholder 150,000 shares of its restricted common stock as debt commitment shares valued at $5,000 ($0.03 per share). As of March 31, 2021, this noteholder converted note principal of $55,000 and accrued interest of $2,662 for 4,650,335 shares ($0.01408 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[16] | On April 30, 2020, the Company entered into securities purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 for Original Issue Discount and $2,200 in legal fees. The note has a maturity date of April 30, 2021. The face value amount plus accrued interest under the note was convertible into shares of the Company's common stock at a price for each share of common stock equal to 65% 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 was received by the Company or its transfer agent. The Company established an initial reserve of 7,736,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2021, the noteholder converted note principal of $44,000 and accrued interest $1,975 for 3,701,000 shares ($0.01242 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[17] | On May 8, 2020, the Company effectuated a six-month fixed convertible promissory note with Tangiers Global, LLC with a total face value of $102,500 containing an Original Issue Discount of $2,500. On May 8, 2020 and June 10, 2020, the Company received funds, on each date, in the amount of $50,000 and recognized Original Issue Discount of $1,250. This note matured on November 8, 2020 and bore an interest rate of 5%, guaranteed. This note has a fixed conversion price of $0.03 per share. The Company agreed that it would, at all times, reserve and keep available for Tangiers, out of its authorized and unissued Common Stock a multiple of the number of shares of Common Stock as were issuable upon the full conversion of this note. Since the note was not retired on or before the maturity date, it was subject to the terms hereof and restrictions and limitations contained herein, Tangiers had the right, at the its sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of Common Stock at the variable conversion price which shall be equal to the lower of: (a) the fixed conversion price or (b) 70% of the lowest volume weighted average price of the Company's Common Stock during the 15 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. As of March 31, 2021, the noteholder converted note principal of $102,500 and accrued interest $5,125 for 5,823,864 shares ($0.01848 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[18] | On May 18, 2020, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC ("Firstfire") pursuant to a convertible promissory note in the principal amount of $88,333, having an Original Issue Discount in the amount of $8,833. On May 24, 2020, the Company received funds in the amount of $75,000 after the deduction of legal fees in the amount of $4,500. This note bore an annual interest rate of 8%. The per share conversion price into which principal amount and interest under this note was convertible into shares of Common Stock hereunder equal to 65% multiplied by the average of the two (2) lowest volume weighted average prices of the common stock during the fifteen (15) consecutive trading day period immediately preceding the date of the respective conversion. The borrower agreed that at all times until the note is satisfied in full, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of conversion shares equal to the greater of: (a) 8,500,000 shares of Common Stock or (b) the sum of the number of Conversion Shares issuable upon the full conversion of this Note multiplied by (ii) three and a half (3.5). The Company issued to the noteholder 375,000 shares of its restricted common stock as debt commitment shares valued at $12,075 ($0.0322 per share). As of March 31, 2021, the noteholder converted note principal of $88,333 and accrued interest $3,501 for 6,020,000 shares ($0.015255 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[19] | On June 4, 2020, the Company entered into a one-year 8% $33,000 convertible note with GS Capital Partners, LLC (the "GS Note") pursuant to the terms of a Securities Purchase Agreement. The GS Note had a maturity date of June 4, 2021 and carried $3,000 of original issue discount (such that $30,000 was funded to the Company on or about June 4, 2020). The holder was 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 65% of the lowest daily volume weighted average price 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 twenty (20) prior trading days including the day upon which a notice of conversion was received by the Company or its transfer agent. Accrued but unpaid interest was subject to conversion. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 3,678,000 shares of its Common Stock for conversions under this note and maintained a 2.5 times reserve for the amount then outstanding. The Company issued to the noteholder 90,000 shares of its restricted common stock as debt commitment shares valued at $3,105 ($0.0345 per share). As of March 31, 2021, the noteholder converted note principal of $33,000 and accrued interest $1,807 for 2,369,458 shares ($0.01469 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[20] | On June 24, 2020, the Company effectuated a six-month fixed convertible promissory note with Tangiers Global, LLC with a total face value of $210,000 containing Original Issue Discount of $10,000. On June 26, 2020, the Company received proceeds of $200,000, net Original Issue Discount of $10,000. This note matured on December 24, 2020 and bore an interest rate of 8%, guaranteed. This note has a fixed conversion price of $0.03 per share. Since the note was not retired on or before the maturity date, then at any time and from time to time after the maturity date, and subject to the terms hereof and restrictions and limitations contained herein, Tangiers had the right, at the Tangiers's sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of Common Stock at the variable conversion price which was equal to the lower of: (a) the fixed conversion price or (b) 70% of the lowest volume weighted average price of the Company's Common Stock during the 15 consecutive trading days prior to the date on which Tangiers elected to convert all or part of the note. During January 2021, the noteholder converted $210,000 of note principal and accrued interest $16,800 for 12,221,861 shares ($0.01856 per share). Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. | ||
[21] | On December 21, 2020, the Company effectuated a $210,000 six-month fixed convertible promissory note with Tangiers Global, LLC containing Original Issue Discount of $10,000. This note had a mature date of June 22, 2021 with an interest rate of 8%, guaranteed. This note had a fixed conversion price of $0.03 per share. If the Note was not retired on or before the maturity date, then at any time and from time to time after the maturity date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers had the right, at the Tangiers' sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of common stock at the variable conversion price which was equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company's common stock during the 15 consecutive trading days prior to the date on which Tangiers elected to convert all or part of the note. During March 2021, the noteholder converted $135,000 of note principal and accrued interest $16,800 for 5,060,000 shares ($0.03 per share). The Company paid $75,000 cash to convert the remaining note principal. Upon full conversion of this note, any shares remaining in the share reserve were returned to treasury. |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes (Details) (Parenthetical) | Mar. 31, 2021USD ($)$ / sharesshares | Jan. 05, 2021USD ($) | Dec. 21, 2020USD ($)TradingDays$ / shares | Aug. 25, 2020USD ($)$ / sharesshares | Jun. 26, 2020USD ($)TradingDays$ / shares | Jun. 10, 2020USD ($) | Jun. 04, 2020USD ($)TradingDays$ / sharesshares | Jun. 03, 2020USD ($)$ / sharesshares | May 24, 2020USD ($)TradingDays$ / sharesshares | May 08, 2020USD ($)TradingDays$ / shares | Apr. 30, 2020USD ($)TradingDaysshares | Apr. 17, 2020USD ($)TradingDays$ / sharesshares | Mar. 23, 2020USD ($)TradingDays$ / shares | Mar. 17, 2020USD ($)TradingDaysshares | Feb. 24, 2020USD ($)$ / sharesshares | Feb. 11, 2020USD ($)TradingDays | Feb. 07, 2020USD ($)TradingDays$ / sharesshares | Jan. 17, 2020USD ($)TradingDays$ / sharesshares | Jan. 15, 2020USD ($)TradingDaysshares | Jan. 03, 2020USD ($)TradingDaysshares | Dec. 26, 2019USD ($)TradingDaysshares | Dec. 18, 2019USD ($)TradingDaysshares | Nov. 07, 2019USD ($)TradingDaysshares | Oct. 17, 2019USD ($)TradingDaysshares | Oct. 16, 2019USD ($)$ / sharesshares | Sep. 13, 2019USD ($)TradingDaysshares | Jun. 21, 2019USD ($)TradingDaysshares | Mar. 14, 2019USD ($)TradingDays$ / sharesshares | Jun. 27, 2017USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jun. 24, 2020USD ($) | May 18, 2020USD ($) | Jan. 21, 2020USD ($) | Oct. 08, 2019USD ($) |
Proceeds from notes payable | $ 482,000 | $ 971,100 | |||||||||||||||||||||||||||||||||||
Common stock shares issued, value | 1,587,212 | 143,420 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | 253,868 | 218,460 | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 14,722 | $ 14,722 | 14,722 | 39,384 | |||||||||||||||||||||||||||||||||
Legal fees | 17,700 | 24,900 | |||||||||||||||||||||||||||||||||||
Settlement of note payable | $ 221,457 | $ 27,500 | |||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Warrant term | 7 years | 7 years | 7 years | 3 years | |||||||||||||||||||||||||||||||||
GS Capital Note [Member] | Securities Purchase Agreement [Member] | Noteholders [Member] | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0205 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 60,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 4,937 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 3,162,115 | ||||||||||||||||||||||||||||||||||||
BHP Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01512 | $ 0.01512 | $ 0.01512 | ||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,290 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 3,095,362 | ||||||||||||||||||||||||||||||||||||
Fee amount | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 110,000 | $ 60,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 21, 2021 | Jun. 21, 2020 | |||||||||||||||||||||||||||||||||||
Original issue of discount | $ 10,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01898 | $ 0.01898 | $ 0.01898 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | 66.00% | |||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | 15 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 4,388 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 6,045,769 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 55,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution and maintained a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, all remaining shares in the Share Reserve were cancelled. | 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") and maintain a 2.5 times reserve for the amount then outstanding. | |||||||||||||||||||||||||||||||||||
Shares reserve | shares | 5,150,000 | 2,650,000 | |||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0524 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 20,960 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 400,000 | ||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 17, 2021 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | 0.01408 | 0.01408 | $ 0.01408 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,662 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 4,650,335 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this and agreed to maintain a 2.5 times reserve for the amount then outstanding. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 5,717,000 | ||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Promissory Note [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 150,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued, value | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 33,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 4, 2021 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | 0.01469 | 0.01469 | $ 0.01469 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 33,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 1,807 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 2,369,458 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 30,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 3,678,000 shares of its Common Stock for conversions under this note and maintained a 2.5 times reserve for the amount then outstanding. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 3,678,000 | ||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 90,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued, value | $ 3,105 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0345 | ||||||||||||||||||||||||||||||||||||
Odyssey Funding, LLC [Member] | Odyssey Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 13, 2020 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0188 | $ 0.0188 | $ 0.0188 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 64.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 4,443 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 5,543,332 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 95,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 22,727,000 | ||||||||||||||||||||||||||||||||||||
Fee amount | $ 500 | $ 500 | $ 500 | ||||||||||||||||||||||||||||||||||
BHP Capital NY Inc [Member] | BHP Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | 10.00% | |||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 3, 2021 | Jul. 3, 2020 | |||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 250,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued, value | $ 9,750 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0191 | $ 0.039 | $ 0.0191 | $ 0.0191 | |||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | 65.00% | |||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | 15 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 500 | $ 55,000 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,795 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 7,000,000 | 3,060,931 | |||||||||||||||||||||||||||||||||||
Funded amount | $ 40,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the BHP Capital Note, the Company issued irrevocable transfer agent instructions pursuant to which the Company is required at all times to have reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% beneficial ownership limitation is not in effect) (based on the respective Conversion Price of the Note in effect from time to time, initially 14,100,000 shares of its Common Stock (the "Share Reserve") for conversions under this BHP Capital Note. | The Borrower was required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. | |||||||||||||||||||||||||||||||||||
Shares reserve | shares | 14,100,000 | 7,000,000 | |||||||||||||||||||||||||||||||||||
Fee amount | $ 500 | $ 500 | $ 500 | ||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 13,910,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01848 | $ 0.01848 | $ 0.01848 | ||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 102,500 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 5,125 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 5,823,864 | ||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Tangier's Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 65,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 6, 2020 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 60,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.014916 | $ 0.014916 | $ 0.014916 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 65,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 1,300 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 4,444,891 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company established an initial reserve of 7,000,000 shares of its common stock and has agreed to reserve a multiple of shares to fully convert under the terms of this note. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 7,000,000 | ||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,300 | $ 1,300 | $ 1,300 | ||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Tangier's Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 137,500 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 5, 2020 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 12,500 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 125,000 | ||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 66.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | 137,500 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | 13,750 | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 35,000,000 | ||||||||||||||||||||||||||||||||||||
Note principal and interest | $ 151,250 | ||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 8,839,041 | ||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.017112 | $ 0.017112 | $ 0.017112 | ||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 210,000 | $ 102,500 | $ 43,050 | $ 210,000 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 5.00% | 5.00% | |||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 22, 2021 | Dec. 24, 2020 | Nov. 8, 2020 | Sep. 23, 2020 | |||||||||||||||||||||||||||||||||
Original issue of discount | $ 10,000 | $ 10,000 | $ 1,250 | $ 2,500 | $ 2,050 | $ 10,000 | |||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 200,000 | $ 50,000 | $ 50,000 | $ 41,000 | |||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | 0.01599 | $ 0.03 | $ 0.03 | 0.01599 | $ 0.01599 | ||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 70.00% | 70.00% | 70.00% | 65.00% | |||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | 15 | 15 | 20 | |||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 43,050 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,153 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 2,826,923 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | Since the note was not retired on or before the maturity date, it was subject to the terms hereof and restrictions and limitations contained herein, Tangiers had the right, at the its sole option, to convert in whole or in part the outstanding and unpaid principal amount under this note into shares of Common Stock at the variable conversion price which shall be equal to the lower of: (a) the fixed conversion price or (b) 70% of the lowest volume weighted average price of the Company's Common Stock during the 15 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. | ||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.03 | $ 0.03 | $ 0.01856 | $ 0.03 | |||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 135,000 | $ 210,000 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 16,800 | $ 16,800 | |||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 5,060,000 | 12,221,861 | |||||||||||||||||||||||||||||||||||
Settlement of note payable | $ 75,000 | ||||||||||||||||||||||||||||||||||||
Odyssey Capital, LLC [Member] | Odyssey Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 18, 2020 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 64.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 95,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the "Share Reserve") of its Common Stock for conversions under this Odyssey Note. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 22,084,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,252 | $ 4,252 | 4,252 | ||||||||||||||||||||||||||||||||||
Prepayment penalty | $ 45,748 | $ 45,748 | $ 45,748 | ||||||||||||||||||||||||||||||||||
Jefferson Street Capital, LLC [Member] | Jefferson Street [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 26, 2020 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01898 | $ 0.01898 | $ 0.01898 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,750 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 3,095,362 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | In connection with the Jefferson Street Note, the Company was required at all times to have authorized and reserved six times the number of common shares that would be issuable upon full conversion of the Jefferson Street Note in effect, initially reserved at 20,000,000 common shares (the "Share Reserve") of its Common Stock for conversions under this Jefferson Street Note. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||
Fee amount | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Redeemable Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 15, 2021 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 37,800 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01898 | $ 0.01898 | $ 0.01898 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,750 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 3,095,362 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company established an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 6,296,000 | ||||||||||||||||||||||||||||||||||||
Fee amount | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||
Legal fees | $ 2,200 | ||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2021 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 37,800 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.01242 | $ 0.01242 | $ 0.01242 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 1,975 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 3,701,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company established an initial reserve of 7,736,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 7,736,000 | ||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,200 | ||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 17, 2021 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | 0.017684 | 0.017684 | $ 0.017684 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 1,989 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 2,600,620 | ||||||||||||||||||||||||||||||||||||
Funded amount | $ 37,800 | ||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company established an initial reserve of 7,584,500 shares of its common stock and at all times reserved a minimum of 4 times the amount of shares required if the note were to fully convert. | ||||||||||||||||||||||||||||||||||||
Shares reserve | shares | 7,584,500 | ||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,200 | ||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 46,458 | $ 55,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 11, 2021 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | 0.020085 | $ 0.0355 | $ 0.054 | 0.020085 | $ 0.020085 | ||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 4,438 | $ 13,500 | $ 8,543 | ||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 1,500 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 125,000 | 250,000 | 500,000 | ||||||||||||||||||||||||||||||||||
Debt conversion, description | (1) the principal amount of this note to be converted in such conversion plus (2) at Crown's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this note to the conversion date, plus (3) at Crown's option, default interest, if any. The conversion price shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price on the OTCQB, or applicable trading market during the previous twenty (20) trading day period ending on the latest complete trading day prior to the date of this note or (ii) the variable conversion price which meant 65% multiplied by lowest intraday trading price of any market makers for the common stock during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. | ||||||||||||||||||||||||||||||||||||
Accrued interest | 4,053 | ||||||||||||||||||||||||||||||||||||
Prepayment penalty | 24,438 | ||||||||||||||||||||||||||||||||||||
Settlement of note payable | $ 750,000 | ||||||||||||||||||||||||||||||||||||
Firstfire Global Opportunities Fund, LLC [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 88,333 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 8,833 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 75,000 | ||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 8,500,000 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | 0.015255 | 0.015255 | $ 0.015255 | ||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 88,333 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 3,501 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 6,020,000 | ||||||||||||||||||||||||||||||||||||
Legal fees | $ 4,500 | ||||||||||||||||||||||||||||||||||||
Firstfire Global Opportunities Fund, LLC [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 375,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued, value | $ 12,075 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0322 | ||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0225 | $ 0.0225 | $ 0.0225 | ||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 26,009 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 14,473,254 | ||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 5.00% | |||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 13, 2020 | ||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 20,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 280,000 | ||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 750,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued, value | $ 142,500 | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.19 | ||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 68.00% | ||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||
Cashless warrants | shares | 213,334 | ||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||
Debt principal amount cancelled | $ 80,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - Chief Executive Officer [Member] - USD ($) | Dec. 26, 2019 | Jul. 22, 2019 |
Deposit | $ 50,159 | |
Convertible Note [Member] | Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member] | ||
Debt instrument, interest rate | 10.00% | |
Debt principal amount | $ 55,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Jul. 10, 2020 | Apr. 03, 2020 | Mar. 27, 2020 | Mar. 05, 2020 | Jan. 21, 2020 | Feb. 01, 2012 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 28, 2021 |
Common stock authorized | 400,000,000 | 400,000,000 | |||||||
Common stock, shares issued | 275,858,714 | 283,496,214 | |||||||
Common stock, shares outstanding | 275,858,714 | 107,039,107 | 283,496,214 | ||||||
Proceeds from common stock | $ 1,665,211 | $ 244,420 | |||||||
Common stock shares issued, value | 1,587,212 | 143,420 | |||||||
Number of common stock shares issued for service, value | |||||||||
Share-based compensation expense | $ 1,019,814 | $ 569,636 | |||||||
Current Executive [Member] | |||||||||
Options to purchase common shares | 66,667 | ||||||||
Former Executive [Member] | |||||||||
Options to purchase common shares | 66,667 | ||||||||
Two Executives [Member] | |||||||||
Options to purchase common shares | 133,334 | ||||||||
Fiscal Year 2020 [Member] | |||||||||
Number of shares issued from common stock for conversion of debt, shares | 21,295,495 | ||||||||
Number of shares issued from common stock for conversion of debt | $ 467,500 | ||||||||
Accrued interest | $ 28,762 | ||||||||
Number of common stock shares issued for service | 7,100,000 | ||||||||
Number of common stock shares issued for debt commitment | 2,350,000 | ||||||||
Number of common stock issued for debt commitment | $ 218,460 | ||||||||
Beneficial conversion feature | $ 569,636 | ||||||||
Fiscal Year 2020 [Member] | Vice President [Member] | |||||||||
Number of common stock shares issued | 250,000 | ||||||||
Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | $ 0.01825 | ||||||||
Number of shares issued from common stock for conversion of debt, shares | 93,197,109 | ||||||||
Number of shares issued from common stock for conversion of debt | $ 1,588,926 | ||||||||
Accrued interest | $ 111,749 | ||||||||
Number of common stock shares issued for service | 7,687,500 | ||||||||
Number of common stock shares issued for debt commitment | 5,740,000 | ||||||||
Number of common stock issued for debt commitment | $ 253,869 | ||||||||
Beneficial conversion feature | $ 208,806 | ||||||||
Fiscal Year 2021 [Member] | Two Director [Member] | |||||||||
Number of common stock shares issued | 2,500,000 | ||||||||
Shares issued price per share | $ 0.092 | ||||||||
Fiscal Year 2021 [Member] | Chief Executive Officer [Member] | |||||||||
Shares issued price per share | $ 0.05 | ||||||||
Shares purchased during period | 700,000 | ||||||||
Shares purchased during period, value | $ 35,000 | ||||||||
Minimum [Member] | Fiscal Year 2020 [Member] | |||||||||
Shares issued price per share | 0.01412 | ||||||||
Stock issued during period, per share | 0.039 | ||||||||
Minimum [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | $ 0.0306 | ||||||||
Stock issued during period, per share | 0.028 | ||||||||
Maximum [Member] | Fiscal Year 2020 [Member] | |||||||||
Shares issued price per share | 0.04725 | ||||||||
Stock issued during period, per share | 0.19 | ||||||||
Maximum [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | 0.050 | ||||||||
Stock issued during period, per share | $ 0.09 | ||||||||
Tangier's Global, LLC [Member] | |||||||||
Number of common stock shares issued | 13,910,000 | ||||||||
Proceeds from common stock | $ 400,514 | ||||||||
Shares issued price per share | $ 0.01848 | ||||||||
Tangier's Global, LLC [Member] | Fiscal Year 2021 [Member] | |||||||||
Number of common stock shares issued | 13,910,000 | ||||||||
Common stock shares issued, value | $ 369,482 | ||||||||
Tangier's Global, LLC [Member] | Minimum [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | $ 0.02614 | ||||||||
Tangier's Global, LLC [Member] | Maximum [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | $ 0.03344 | ||||||||
Open Therapeutics [Member] | Minimum [Member] | Fiscal Year 2020 [Member] | |||||||||
Shares issued price per share | 0.08 | ||||||||
Open Therapeutics [Member] | Maximum [Member] | Fiscal Year 2020 [Member] | |||||||||
Shares issued price per share | $ 0.2092 | ||||||||
Aegea Biotechnologies Inc [Member] | Unregistered Common Stock [Member] | |||||||||
Number of common stock shares issued | 5,000,000 | ||||||||
Common stock shares issued, value | $ 155,000 | ||||||||
Shares issued price per share | $ 0.031 | ||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | |||||||||
Sale of stock, value of shares issued on transaction | $ 5,000,000 | $ 5,000,000 | |||||||
Number of common stock on sale transaction shares | 76,000,000 | 76,000,000 | |||||||
Number of common stock shares issued | 13,910,000 | ||||||||
Common stock shares issued, value | $ 400,514 | ||||||||
Distribution Agreements [Member] | Fiscal Year 2020 [Member] | |||||||||
Number of common stock shares issued | 2,450,000 | ||||||||
Common stock shares issued, value | $ 496,261 | ||||||||
Stock Purchase Agreements [Member] | Fiscal Year 2020 [Member] | Accredited Investors [Member] | |||||||||
Number of common stock shares issued | 200,000 | 5,470,286 | |||||||
Common stock shares issued, value | $ 5,000 | $ 143,420 | |||||||
Shares issued price per share | $ 0.025 | ||||||||
Stock Purchase Agreements [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued for consideraiton | 40,084,998 | ||||||||
Shares issued for consideraiton, value | $ 1,587,214 | ||||||||
Stock Purchase Agreements [Member] | Minimum [Member] | Fiscal Year 2020 [Member] | Accredited Investors [Member] | |||||||||
Shares issued price per share | $ 0.02 | ||||||||
Stock Purchase Agreements [Member] | Minimum [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | $ 0.024 | ||||||||
Stock Purchase Agreements [Member] | Maximum [Member] | Fiscal Year 2020 [Member] | Accredited Investors [Member] | |||||||||
Shares issued price per share | $ 0.07 | ||||||||
Stock Purchase Agreements [Member] | Maximum [Member] | Fiscal Year 2021 [Member] | |||||||||
Shares issued price per share | $ 0.09 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Warrants shares awarded | 72,226 | 488,011 | |||||||
Warrant term | 7 years | 3 years | |||||||
Warrant exercise price per share | $ 1.50 | $ 0.75 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Shares, Outstanding, Beginning balance | 722,265 | 1,210,276 |
Shares, Granted | ||
Shares, Expired | (722,265) | (488,011) |
Shares, Exercised | ||
Shares, Cancelled | ||
Shares, Outstanding and exercisable, Ending balance | 722,265 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.19 | $ 1.2 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | 0.75 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price, Outstanding and exercisable, Ending balance | $ 1.19 | |
Average Remaining Contractual Term, Outstanding, Beginning | 9 months 29 days | 1 year 3 months 11 days |
Average Remaining Contractual Term, Outstanding and exercisable, Ending | 9 months 29 days | |
Aggregate Intrinsic Value, Outstanding Beginning | ||
Aggregate Intrinsic Value, Outstanding and exercisable, Ending |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Shares, Outstanding, Beginning Balance | 133,334 | 133,334 |
Shares, Granted | ||
Shares, Expired | ||
Shares, Exercised | ||
Shares, Outstanding and Exercisable, 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 Outstanding, Beginning | 1 year 10 months 6 days | 2 years 10 months 6 days |
Weighted Average Remaining Contractual Term Outstanding and Exercisable, Ending | 10 months 6 days | 1 year 10 months 6 days |
Aggregate Intrinsic Value Outstanding, Beginning | ||
Aggregate Intrinsic Value Outstanding and Exercisable, Ending |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Increase in valuation allowance | $ 657,752 | |
Decrease in valuation allowance | $ 657,980 | |
United States [Member] | ||
Net operating loss carryforward | $ 21,700,000 | |
Net operating loss carryforward, expiration year | 2038 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21.00% | 21.00% |
State income taxes at statutory rate | 0.00% | 0.00% |
Temporary differences | 11.83% | 2.42% |
Permanent differences | 0.03% | (0.87%) |
Impact of Tax Reform Act | 0.00% | 0.00% |
Change in valuation allowance | (32.86%) | (22.55%) |
Totals | 0.00% | 0.00% |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating losses before non-deductible items | $ 4,586,526 | $ 4,269,938 |
Loss on disposal of fixed assets | 613 | |
Stock-based compensation | 543,375 | 329,214 |
Unrealized gains (losses) on investments | 164,666 | (50,290) |
Total deferred tax assets | 5,294,567 | 4,599,765 |
Less: Valuation allowance | (5,294,567) | (4,599,765) |
Net deferred tax assets |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Jun. 25, 2021 | May 18, 2021 | Feb. 26, 2021 | Feb. 18, 2021 | Feb. 05, 2021 | Dec. 08, 2020 | Apr. 03, 2020 | Oct. 31, 2018 | Aug. 10, 2018 | Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Aug. 01, 2019 | Mar. 02, 2021 | Dec. 29, 2020 | Dec. 11, 2019 | Dec. 04, 2019 |
Common stock shares issued, value | $ 1,587,212 | $ 143,420 | |||||||||||||||||
Membership Unit Purchase Agreement [Member] | Paz Gum LLC [Member] | |||||||||||||||||||
Investment amount | $ 50,000 | ||||||||||||||||||
Membership units owned percentage | 5.00% | ||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Cost price of warrants | $ 1.50 | ||||||||||||||||||
Number of excerices warrant shares | 180,000 | ||||||||||||||||||
Value of warrant exercise | $ 270,000 | ||||||||||||||||||
Restricted Warrant [Member] | |||||||||||||||||||
Warrants strike price | $ 0.65 | $ 0.65 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Common stock shares issued, value | $ 401 | 54 | |||||||||||||||||
Warrants [Member] | Subsequent Event [Member] | |||||||||||||||||||
Warrants strike price | $ 1.50 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Number of excerices warrant shares | 180,000 | ||||||||||||||||||
Value of warrant exercise | $ 270,000 | ||||||||||||||||||
Sale of shares of stock | 485,000 | ||||||||||||||||||
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 10 shares | 1 for 20 reverse stock-split. | |||||||||||||||||
AYTU Bioscience [Member] | Warrant [Member] | |||||||||||||||||||
Warrants strike price | $ 102.49 | $ 102.49 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | |||||||||||||||||||
Common stock shares issued, value | $ 61,998 | ||||||||||||||||||
Sale of shares of stock | 125,000 | 125,000 | 389,380 | ||||||||||||||||
Price per share | $ 1.33 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Restricted Warrant [Member] | |||||||||||||||||||
Warrants purchase of common shares | 250,000 | ||||||||||||||||||
Warrants strike price | $ 0.50 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Cost price of warrants | $ 0.15 | ||||||||||||||||||
Warrants purchase of common shares, value | $ 37,500 | ||||||||||||||||||
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 | |||||||||||||||||
Warrants description | The Company still holds 320,000 total warrants at a strike price of $1.50 per share. | ||||||||||||||||||
Investment share sold | 220,000 | ||||||||||||||||||
Investment shares owned | 710,000 | ||||||||||||||||||
Price per share | $ 2.96 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrant [Member] | |||||||||||||||||||
Warrants strike price | $ 0.50 | $ 0.50 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock One [Member] | |||||||||||||||||||
Warrants purchase of common shares | 230,000 | 230,000 | |||||||||||||||||
Warrants strike price | $ 0.44 | $ 0.44 | |||||||||||||||||
Warrants expired date | Feb. 28, 2022 | Feb. 28, 2022 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrants [Member] | |||||||||||||||||||
Warrants strike price | $ 0.50 | $ 0.50 | |||||||||||||||||
Warrants purchase of common shares, value | $ 230,000 | ||||||||||||||||||
SciSparc Ltd [Member] | |||||||||||||||||||
Cost investments | $ 88,375 | ||||||||||||||||||
Cost investments, shares | 12,500 | ||||||||||||||||||
SciSparc Ltd [Member] | Private Placement [Member] | |||||||||||||||||||
Warrants purchase of common shares | 1,152,628 | ||||||||||||||||||
Warrants strike price | $ 7.07 | ||||||||||||||||||
Warrants purchase of common shares, value | $ 8,150,000 | ||||||||||||||||||
SciSparc Ltd [Member] | Private Placement [Member] | Series A Warrants [Member] | |||||||||||||||||||
Warrants strike price | $ 7.07 | ||||||||||||||||||
SciSparc Ltd [Member] | Private Placement [Member] | Series B Warrants [Member] | |||||||||||||||||||
Warrants strike price | $ 10.60 | ||||||||||||||||||
SciSparc Ltd [Member] | Private Placement [Member] | Pre-Funded Warrant [Member] | |||||||||||||||||||
Warrants purchase of common shares | 278,744 | ||||||||||||||||||
Warrants strike price | $ 0.001 | ||||||||||||||||||
Aegea Biotechnologies Inc [Member] | |||||||||||||||||||
Investment amount | $ 139,104 | ||||||||||||||||||
Ownership interest percentage | 2.04% | ||||||||||||||||||
Acquired additional shares | 69,552 | ||||||||||||||||||
Acquired additional information , description | On February 26, 2021, as part of a settlement agreement concluding the Collaboration Agreement, the Company acquired an additional 69,552 common shares of Aegea, increasing the Company’s total holdings to 139,104 Aegea shares (representing a 2.04% stake in Aegea as of March 31, 2021). | ||||||||||||||||||
Aegea Biotechnologies Inc [Member] | Collaboration Agreement [Member] | |||||||||||||||||||
Investment amount | $ 278,212 | $ 278,212 | |||||||||||||||||
Common stock shares issued, value | $ 69,552 | 69,553 | |||||||||||||||||
Invested percentage | 70.00% | ||||||||||||||||||
Sale of shares of stock | 10,000,000 | ||||||||||||||||||
Price per share | $ 4 | ||||||||||||||||||
Sale of units | 10,000,000 | ||||||||||||||||||
Pre- money valuation amount | $ 25,000,000 | ||||||||||||||||||
Impairment loss | $ 139,106 | ||||||||||||||||||
Ownership interest percentage | 2.04% | 1.03% | 1.03% | ||||||||||||||||
Kudzoo, Inc [Member] | |||||||||||||||||||
Pre- money valuation amount | 10,200,000 | ||||||||||||||||||
Kudzoo, Inc [Member] | Ownership [Member] | |||||||||||||||||||
Investment amount | $ 105,600 | ||||||||||||||||||
Ownership interest percentage | 1.41% | 1.41% | 0.20% | ||||||||||||||||
Serendipity Brands LLC [Member] | |||||||||||||||||||
Pre- money valuation amount | $ 14,000,000 | ||||||||||||||||||
Serendipity Brands LLC [Member] | Ownership [Member] | |||||||||||||||||||
Investment amount | $ 35,000 | ||||||||||||||||||
Ownership interest percentage | 0.24% |
Investments - Schedule of Inve
Investments - Schedule of Investment in Trading Securities (Details) - USD ($) | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | ||||
Investment of cost at beginning | $ 317,500 | ||||||
Investment of purchases | |||||||
Investment of sales proceeds | 40,000 | ||||||
Investment of cost at end | 287,500 | ||||||
Investment of fair value | 101,200 | ||||||
Investment of realized gain (loss) | |||||||
Investment of unrealized gain (loss) | [1] | (186,300) | |||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | |||||||
Investment of cost at beginning | $ 287,500 | [2] | 287,500 | [2] | $ 490,117 | ||
Investment of purchases | [2] | 277,500 | |||||
Investment of sales proceeds | [2] | 302,827 | |||||
Investment of cost at end | 408,750 | [2] | 287,500 | [2] | $ 287,500 | ||
Investment of fair value | 1,246,050 | [2] | 101,200 | [2] | $ 306,207 | ||
Investment of realized gain (loss) | [2] | 146,577 | |||||
Investment of unrealized gain (loss) | [2] | $ 837,300 | [1] | (186,300) | |||
Basanite Inc. (BASA) [Member] | |||||||
Investment of cost at beginning | [3] | 30,000 | |||||
Investment of purchases | [3] | ||||||
Investment of sales proceeds | [3] | 40,000 | |||||
Investment of cost at end | [3] | ||||||
Investment of fair value | [3] | ||||||
Investment of realized gain (loss) | [3] | 10,000 | |||||
Investment of unrealized gain (loss) | [3] | ||||||
[1] | This amount represents the cumulative unrealized loss as of March 31, 2021 and March 31, 2020. | ||||||
[2] | 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. During the period of June 22, 2018 through August 1, 2018, 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. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of March 31, 2021, the Company has recognized an unrealized gain on these shares in the amount of $59,110, compared to an unrealized loss of $74,301 for the nine months ended December 31, 2019 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. On December 29, 2020, the Company exercised 480,000 of its $0.50 warrants in VTGN. The new cost basis for these warrant shares is the $0.50 paid to covert each warrant in to shares (230,000 shares) as well as an addition $0.15 per share on the purchased options (250,000) shares. During February and March 2021, the Company sold 125,000 shares of VTGN for proceeds of $302,827. The Company recognized a gain on the sale of these shares of $146,577. | ||||||
[3] | 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 ended March 31, 2020, the Company sold its 400,000 shares for $40,000 ($0.10 per share) recognizing a profit of $10,000. |
Investments - Schedule of In_2
Investments - Schedule of Investment in Trading Securities (Details) (Parenthetical) - USD ($) | Jul. 09, 2018 | Jul. 05, 2018 | Mar. 26, 2018 | Dec. 11, 2017 | Mar. 31, 2021 | Feb. 28, 2021 | Jul. 31, 2018 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Aug. 01, 2019 | Dec. 29, 2020 | Dec. 11, 2019 | Dec. 04, 2019 | |||
Investment cost | $ 317,500 | ||||||||||||||||||
Investment unrealized gain (loss) | $ 1,023,600 | (219,200) | |||||||||||||||||
Fair value of investment | 101,200 | ||||||||||||||||||
Common stock shares issued, value | 1,587,212 | 143,420 | |||||||||||||||||
Investment realized gain (loss) | $ 146,577 | 10,000 | |||||||||||||||||
Investment of cost net | 287,500 | ||||||||||||||||||
Restricted Warrant [Member] | |||||||||||||||||||
Warrants strike price | $ 0.65 | $ 0.65 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | |||||||||||||||||||
Investment cost | $ 287,500 | [1] | $ 287,500 | [1] | 287,500 | [1] | $ 490,117 | ||||||||||||
Number of common stock shares issued | 59,380 | ||||||||||||||||||
Investment unrealized gain (loss) | 183,910 | ||||||||||||||||||
Fair value of investment | $ 1,246,050 | [1] | 1,246,050 | [1] | 101,200 | [1] | $ 306,207 | ||||||||||||
Common stock shares issued, value | $ 61,998 | ||||||||||||||||||
Share issued price per share | $ 1.04 | ||||||||||||||||||
Number of common stock sold shares | 125,000 | 125,000 | 389,380 | ||||||||||||||||
Proceeds from investment | $ 302,827 | $ 302,827 | $ 517,485 | ||||||||||||||||
Sale of stock price per share | $ 1.33 | ||||||||||||||||||
Investment realized gain (loss) | $ 34,630 | ||||||||||||||||||
Number of restricted stock, shares | 230,000 | ||||||||||||||||||
Investment of cost net | 408,750 | [1] | 408,750 | [1] | $ 287,500 | [1] | $ 287,500 | ||||||||||||
Unrealized gain | $ 59,110 | ||||||||||||||||||
Unrealized loss | $ 74,301 | ||||||||||||||||||
Gain on sale of investments | $ 146,577 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrants [Member] | |||||||||||||||||||
Warrants purchase of common shares | 480,000 | ||||||||||||||||||
Warrants strike price | $ 0.50 | $ 0.50 | |||||||||||||||||
Warrants purchase of common shares, value | $ 230,000 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrants [Member] | |||||||||||||||||||
Warrants strike price | $ 0.15 | ||||||||||||||||||
Warrants purchase of common shares, value | $ 250,000 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Restricted Warrant [Member] | |||||||||||||||||||
Warrants purchase of common shares | 250,000 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Warrants strike price | $ 0.50 | ||||||||||||||||||
Cost price of warrants | $ 0.15 | ||||||||||||||||||
Warrants purchase of common shares, value | $ 37,500 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock [Member] | |||||||||||||||||||
Investment cost | $ 480,000 | ||||||||||||||||||
Number of common stock shares issued | 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 | ||||||||||||||||||
Basanite Industries Inc. (BASA) [Member] | |||||||||||||||||||
Number of common stock shares issued | 100,000 | ||||||||||||||||||
Common stock shares issued, value | $ 12,998 | ||||||||||||||||||
Share issued price per share | $ 0.13 | ||||||||||||||||||
Number of common stock sold shares | 100,000 | ||||||||||||||||||
Proceeds from investment | $ 10,821 | ||||||||||||||||||
Sale of stock price per share | $ 0.11 | ||||||||||||||||||
Investment realized gain (loss) | $ 2,177 | ||||||||||||||||||
Basanite Industries Inc. (BASA) [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Number of common stock shares issued | 400,000 | ||||||||||||||||||
Common stock shares issued, value | $ 30,000 | ||||||||||||||||||
Share issued price per share | $ 0.075 | ||||||||||||||||||
Number of common stock sold shares | 400,000 | ||||||||||||||||||
Sale of stock price per share | $ 0.10 | ||||||||||||||||||
Investment realized gain (loss) | $ 10,000 | ||||||||||||||||||
Sale of stock value | $ 40,000 | ||||||||||||||||||
[1] | 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. During the period of June 22, 2018 through August 1, 2018, 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. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of March 31, 2021, the Company has recognized an unrealized gain on these shares in the amount of $59,110, compared to an unrealized loss of $74,301 for the nine months ended December 31, 2019 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. On December 29, 2020, the Company exercised 480,000 of its $0.50 warrants in VTGN. The new cost basis for these warrant shares is the $0.50 paid to covert each warrant in to shares (230,000 shares) as well as an addition $0.15 per share on the purchased options (250,000) shares. During February and March 2021, the Company sold 125,000 shares of VTGN for proceeds of $302,827. The Company recognized a gain on the sale of these shares of $146,577. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Investment-trading securities | $ 1,246,050 | $ 101,200 |
Kudzoo [Member] | ||
Cost method investments | 106,600 | |
Serendipity Brands [Member] | ||
Cost method investments | 35,000 | 35,000 |
Aegea Biotechnologies Inc [Member] | ||
Cost method investments | 139,106 | |
Level 1 [Member] | ||
Investment-trading securities | 1,246,050 | 101,200 |
Level 1 [Member] | Kudzoo [Member] | ||
Cost method investments | ||
Level 1 [Member] | Serendipity Brands [Member] | ||
Cost method investments | ||
Level 1 [Member] | Aegea Biotechnologies Inc [Member] | ||
Cost method investments | ||
Level 2 [Member] | ||
Investment-trading securities | ||
Level 2 [Member] | Kudzoo [Member] | ||
Cost method investments | ||
Level 2 [Member] | Serendipity Brands [Member] | ||
Cost method investments | ||
Level 2 [Member] | Aegea Biotechnologies Inc [Member] | ||
Cost method investments | ||
Level 3 [Member] | ||
Investment-trading securities | ||
Level 3 [Member] | Kudzoo [Member] | ||
Cost method investments | 105,600 | |
Level 3 [Member] | Serendipity Brands [Member] | ||
Cost method investments | 35,000 | $ 35,000 |
Level 3 [Member] | Aegea Biotechnologies Inc [Member] | ||
Cost method investments | $ 139,106 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales Revenue [Member] | Supplier Concentration Risk [Member] | Supplier [Member] | ||
Concentration of risk percentage | 71.00% | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 25, 2021 | Jun. 14, 2021 | May 18, 2021 | Apr. 30, 2021 | Apr. 05, 2021 | Dec. 21, 2020 | Jun. 26, 2020 | May 08, 2020 | Mar. 23, 2020 | Jun. 24, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 14, 2021 | Jun. 24, 2020 | Jun. 10, 2020 |
Proceeds from issuance of common stock | $ 1,665,211 | $ 244,420 | |||||||||||||
Number of shares authorized | 400,000,000 | 400,000,000 | |||||||||||||
Share par value | $ 0.00001 | $ 0.00001 | |||||||||||||
Common stock shares issued, value | $ 1,587,212 | $ 143,420 | |||||||||||||
Number of restricted stock, value | $ 35,000 | ||||||||||||||
Tangier's Global, LLC [Member] | |||||||||||||||
Number of common stock shares issued | 13,910,000 | ||||||||||||||
Proceeds from issuance of common stock | $ 400,514 | ||||||||||||||
Shares issued price per share | $ 0.01848 | ||||||||||||||
Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Shares issued price per share | $ 0.03 | $ 0.03 | $ 0.01599 | ||||||||||||
Principal amount | $ 210,000 | $ 102,500 | $ 43,050 | $ 210,000 | |||||||||||
Original issue of discount | $ 10,000 | $ 10,000 | $ 2,500 | $ 2,050 | $ 10,000 | $ 1,250 | |||||||||
Debt instrument, maturity date | Jun. 22, 2021 | Dec. 24, 2020 | Nov. 8, 2020 | Sep. 23, 2020 | |||||||||||
Conversion price per shares | $ 0.03 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Warrant term | 7 years | 3 years | |||||||||||||
Cost price of warrants | $ 1.50 | $ 0.75 | |||||||||||||
Subsequent Event [Member] | NFTauriga Corp [Member] | |||||||||||||||
Number of shares authorized | 100 | ||||||||||||||
Share par value | $ 0.00001 | ||||||||||||||
Subsequent Event [Member] | Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Principal amount | $ 525,000 | ||||||||||||||
Original issue of discount | $ 25,000 | ||||||||||||||
Debt instrument, maturity date | Oct. 5, 2021 | ||||||||||||||
Debt instrument, interest rate during period | 8.00% | ||||||||||||||
Conversion price per shares | $ 0.075 | ||||||||||||||
Debt instrument, interest rate effective rate | (i) if within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note in cash, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve out of its authorized and unissued Common Stock the number of shares of Common Stock as shall be issuable upon the conversion of this note. Tangiers may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. The note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, restrictions on note proceeds, maintain exchange and SEC requirements, delivery of shares, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers's election, immediately due and payable in cash at the "Mandatory Default Amount". The Mandatory Default Amount means 20% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. | ||||||||||||||
Subsequent Event [Member] | Warrants [Member] | |||||||||||||||
Number of excerices warrant shares | 180,000 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Value of warrant exercise | $ 270,000 | ||||||||||||||
Cost price of warrants | $ 1.50 | ||||||||||||||
Number of common stock sold shares | 485,000 | ||||||||||||||
Proceeds from investment | $ 1,153,645 | ||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||||||||||||||
Number of restricted stock, shares | 1,800,000 | ||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Investor [Member] | |||||||||||||||
Number of common stock shares issued | 2,300,000 | ||||||||||||||
Proceeds from issuance of common stock | $ 174,000 | ||||||||||||||
Shares issued price per share | $ 0.0757 | ||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Investor [Member] | Private Placement [Member] | |||||||||||||||
Number of common stock shares issued | 2,500,000 | ||||||||||||||
Shares issued price per share | $ 0.04 | ||||||||||||||
Proceeds from issuance of private placement | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Number of restricted stock, shares | 1,000,000 | ||||||||||||||
Shares issued price per share | $ 0.0129 | ||||||||||||||
Number of restricted stock, value | $ 129,000 | ||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||||||||||||
Number of common stock shares issued | 5,737,500 | ||||||||||||||
Subsequent Event [Member] | Strategic Marketing and Consulting Agreement [Member] | Restricted Common Stock [Member] | Mayer & Associates [Member] | |||||||||||||||
Number of common stock shares issued | 3,500,000 | ||||||||||||||
Common stock shares issued, value | $ 150,000 | ||||||||||||||
Agreement description | Under this agreement the Company will pay $150,000 along with the issuance of 3,500,000 shares of restricted common shares of Company stock. Half of the cash payment ($75,000) was paid upon execution of the agreement and the other half will be paid 90 days later. Upon execution, the Company shall issue 2,200,000 of the above-mentioned shares. The remaining 1,300,000 above-mentioned shares will be issued 90 days after this contract was executed. Mayer and Associate will provide the Company with opportunities relating to the world of professional sports, with respect to its products and product lines. This includes but is not limited to: introductions to professional sports leagues, celebrity (professional athletes) influencers/brand ambassadors/brand liaison(s), research and development opportunities, hosting of small periodic events for the Company and a diversified group of high-profile contacts and relationships, use social media exposure, podcasts backing of various elements from professional sports as well as assist the Company in advising of potential merger partners and developing corporate partnering relationships. If explicitly authorized by the Company's board, exactly180 days after execution of this Agreement, a final $75,000 payment is permitted to be rendered under this agreement. | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | GS Partners Capital, LLC [Member] | Non Convertible Redeemable Note [Member] | |||||||||||||||
Principal amount | $ 313,000 | ||||||||||||||
Original issue of discount | $ 23,000 | ||||||||||||||
Debt instrument, maturity date | Jun. 1, 2022 | ||||||||||||||
Debt instrument, interest rate during period | 8.00% | ||||||||||||||
Debt instrument, interest rate effective rate | 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. |