Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | May 18, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Vitality Biopharma, Inc. | ||
Entity Central Index Key | 0001438943 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,796,387 | ||
Entity Common Stock, Shares Outstanding | 50,840,147 | ||
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 and cash equivalents | $ 884,137 | $ 2,392,225 |
Prepaid expenses | 3,195 | 15,666 |
Total current assets | 887,332 | 2,407,891 |
Deposits | 9,502 | 35,752 |
Operating lease right-of-use asset | 123,606 | |
Total Assets | 896,834 | 2,567,249 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 33,440 | 862,528 |
Advance | 296,653 | |
Operating lease liability, short-term | 125,679 | |
Total liabilities | 33,440 | 1,284,860 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 50,840,147 shares issued and outstanding, respectively | 50,640 | 50,640 |
Additional paid-in-capital | 48,240,463 | 47,778,607 |
Accumulated deficit | (47,427,709) | (46,546,858) |
Total stockholders' equity | 863,394 | 1,282,389 |
Total Liabilities and Stockholders' Equity | $ 896,834 | $ 2,567,249 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 50,840,147 | 50,840,147 |
Common stock, shares outstanding | 50,840,147 | 50,840,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses: | ||
General and administrative | 1,929,308 | 2,680,217 |
Research and development | 408,905 | 1,009,894 |
Rent- related party | 2,600 | |
Total operating expenses | 2,338,213 | 3,692,711 |
Loss from operations | (2,338,213) | (3,692,711) |
Other income | ||
Gain on extinguishment of liabilities | 1,456,574 | |
Change in fair value of derivative liability | 35,710 | |
Other income | 788 | 24,772 |
Total other income | 1,457,362 | 60,482 |
Loss from continuing operations | (880,851) | (3,632,229) |
Loss from discontinued operations | (733,126) | |
Net loss | $ (880,851) | $ (4,365,355) |
Net loss per share from continuing operations - basic and diluted | $ (0.02) | $ (0.07) |
Net loss per share from discontinued operations - basic and diluted | (0.01) | |
Net loss per share - basic and diluted | $ (0.02) | $ (0.08) |
Weighted average number of common shares outstanding - basic and diluted | 50,840,147 | 51,541,377 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2019 | $ 52,090 | $ 47,150,489 | $ (42,181,503) | $ 5,021,076 |
Balance, shares at Mar. 31, 2019 | 52,290,147 | |||
Cancellation of shares | $ (1,450) | $ 1,450 | ||
Cancellation of shares, shares | (1,450,000) | |||
Fair value of vested stock options | $ 626,668 | $ 626,668 | ||
Net Loss | (4,365,355) | (4,365,355) | ||
Balance at Mar. 31, 2020 | $ 50,640 | 47,778,607 | (46,546,858) | 1,282,389 |
Balance, shares at Mar. 31, 2020 | 50,840,147 | |||
Fair value of vested stock options | 461,856 | 461,856 | ||
Net Loss | (880,851) | (880,851) | ||
Balance at Mar. 31, 2021 | $ 50,640 | $ 48,240,463 | $ (47,427,709) | $ 863,394 |
Balance, shares at Mar. 31, 2021 | 50,840,147 |
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 | $ (880,851) | $ (4,365,355) |
Less: Loss from discontinued operations | 733,126 | |
Loss from continuing operations | (880,851) | (3,632,229) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ||
Fair value of vested stock options | 461,856 | 626,668 |
Operating lease expense | 123,606 | 129,781 |
Change in fair value of derivative liability | (35,710) | |
Gain on extinguishment of liabilities, net of cash received of $450,000 | (1,006,574) | |
Accrual of interest added to note payable | 528 | |
Changes in operating assets and liabilities: | ||
Prepaid expense and other current assets | 12,471 | (12,366) |
Deposits | 26,250 | (13,090) |
Accounts payable and accrued liabilities | (216,683) | 221,563 |
Accounts payable - related party | (5,200) | |
Operating lease liability | (125,679) | (127,708) |
Net cash used in operating activities - continuing operations | (1,605,076) | (2,848,291) |
Net cash used in operating activities - discontinued operations | (742,225) | |
Net cash used in operating activities | (1,605,076) | (3,590,516) |
Cash provided by financing activities: | ||
Proceeds from PPP loan | 96,988 | |
Net cash provided by financing activities - continuing operations | 96,988 | |
Net increase (decrease) in cash and cash equivalents | (1,508,088) | (3,590,516) |
Cash and cash equivalents - beginning of period | 2,392,225 | 5,982,741 |
Cash and cash equivalents - end of period | 884,137 | 2,392,225 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for: Income taxes | 800 | 800 |
Supplemental non-cash investing and financing activities: | ||
Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of new lease accounting standard | 253,387 | |
Cancellation of shares | $ 1,450 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash received on extinguishment of debt | $ 450,000 |
Business Operations and Summary
Business Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Operations and Summary of Significant Accounting Policies | 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Vitality Biopharma, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. In 2015, the Company developed a new class of cannabinoids known as cannabosides, which were discovered through application of the Company’s proprietary enzymatic bioprocessing technologies. In 2016, the Company received approvals from the U.S. Drug Enforcement Administration (the “DEA”) and the State of California to initiate studies and manufacturing scale-up at its research and development facilities in order to develop cannabosides. Currently, we do not have any commercial products and have not yet generated any revenues from our cannabinoid prodrug pharmaceuticals. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended March 31, 2021, the Company incurred a net loss of $880,851 and used $1,605,076 of cash in our operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate as of March 31, 2021, we will have sufficient funds to operate the business for the next eight months. Since our existing cash balances are estimated to be insufficient to fund our currently planned level of operations, we likely will need additional financing or other sources of capital to fund our planned future operations. Further, these estimates could differ if we encounter unanticipated difficulties, or if our estimates of the amount of cash necessary to operate our business prove to be wrong, and we use our available financial resources faster than we currently expect. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. We do not presently have, nor do we expect in the near future to have, significant revenue to fund our business from our operations, and will need to obtain most of our necessary funding from external sources in the near term. Since inception, the Company has experienced recurring operating losses and negative operating cash flows, and we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders’ ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments. If we cannot raise the money that we need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. COVID-19 The Company is subject to risks and uncertainties of the COVID-19 pandemic that could adversely impact our business, our liquidity and access to capital markets and our business development activities. The Company has implemented additional health and safety precautions and protocols in response to the pandemic and government guidelines. The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company is highly uncertain and difficult to predict and quantify. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, including vaccination efforts, as well as the economic impact on local, regional, national and international markets. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Vitality Healthtech, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year end is March 31. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax assets, and accruals for potential liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. Financial Assets and Liabilities Measured at Fair Value The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company believes that because of their short maturity, the carrying amounts of cash, accounts payable and accrued liabilities approximate fair value. As of March 31, 2021 and March 31, 2020, the Company’s balance sheet includes no Level 2 liabilities. The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative liabilities during the years ended March 31, 2021 and 2020: Year ended March 31, 2021 Year ended March 31, 2020 Fair value at beginning of period $ - $ 35,710 Net change in the fair value of derivative liabilities - (35,710 ) Fair value at end of period $ - $ - Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: March 31, 2021 2020 Options 5,997,544 6,546,710 Warrants 146,668 1,135,003 Total 6,144,212 7,681,713 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Segments The Company operates in one segment for the development of pharmaceuticals products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Gain on Extinguishment of Liabi
Gain on Extinguishment of Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Gain on Extinguishment of Liabilities | 2. GAIN ON EXTINGUISHMENT OF LIABILITIES Years Ended March 31, 2021 2020 Gain on settlement with vendor (a) $ 1,062,405 $ - Gain on extinguishment of advance (b) 296,653 - Gain on forgiveness of PPP Loan (c) 97,516 - Gain on extinguishment of debt $ 1,456,574 $ - (a) Gain on settlement with vendor From 2016 to 2019, the Company recorded approximately $1.1 million due to a vendor for services, of which $612,405 had not been paid and was included in accounts payable at March 31, 2020 and through November 30, 2020. In December 2020, the Company reached a settlement with the vendor to forgive the $612,405 of outstanding invoices, and in addition, the Company received a payment from the vendor of $450,000. This resulted in a gain on settlement of $1,062,405 during the year ended March 31, 2021. (b) Gain on extinguishment of advance In July 2018, the Company received a payment from a third party in the amount of $296,653. Since the Company has not been able to confirm the nature of this payment, it had previously recorded this payment as an advance that was included in current liabilities. At March 31, 2021, the Company, after consultation with outside legal counsel, determined that any claim to recover that advance was time barred by the statute of limitations and the Company recorded relief of this liability and a gain from debt extinguishment of $296,653 during the year ended March 31, 2021. (c) Gain on forgiveness of PPP Loan On May 6, 2020, the Company was granted a loan (the “PPP loan”) from U.S. Bank for $96,988 pursuant to the Paycheck Protection Program under the CARES Act. The PPP loan bore interest at 1% per annum with the first six months of interest deferred, and was unsecured and guaranteed by the Small Business Administration (the “SBA”). The Company used the entire PPP loan amount for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent, and qualifying utilities. On November 21, 2020, we received notice that the SBA had reviewed the forgiveness application of our PPP loan and provided forgiveness of the entire principal of our PPP loan plus accrued interest of $528, and we recognized a gain on extinguishment of the PPP loan of $97,516 during the year ended March 31, 2021. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. DISCONTINUED OPERATIONS In October 2018, the Company acquired Summit Healthtech, Inc., now known as Vitality Healthtech, Inc. and its subsidiary The Control Center, Inc. (collectively, “Summit Healthtech”). In May 2019, the Company decided to close Summit Healthtech due to poor financial and operating performance. Summit Healthtech ceased all operations and closed on June 14, 2019. In addition to the clinical operations of Summit Healthtech, the Company was engaged in the business of selling research diagnostic testing kits (collectively referred to as the “Company’s clinical and test kit operations”). In May 2019, the Company decided to close the Company’s clinical and test kit operations. The Company’s clinical and test kit operations meet the discontinued operations criteria and are reported as such in all periods presented on the accompanying consolidated financial statements. During the year ended March 31, 2020, costs to close the Company’s clinical and test kit operations, primarily made up of severance and related benefits, totaled approximately $165,000, and are included in loss from discontinued operations. As part of the acquisition of Summit Healthtech, the Company issued 1,450,000 shares of common stock to Dr. Arif Karim, the former owner of The Control Center, Inc. Dr. Karim had entered into an employment agreement with Summit Healthtech, Inc. prior to the acquisition by the Company. On October 30, 2019, the Company reached a settlement with Dr. Karim, whereby the Company and Dr. Karim released all claims against each other, including any claims under the Executive Employment Agreement between Vitality Healthtech, Inc. and Dr. Karim dated October 12, 2018, and the Share Purchase Agreement by and among The Control Center, Inc., Dr. Karim and Vitality Healthtech, Inc. also dated October 12, 2018. In exchange for the releases, the Company paid Dr. Karim $120,000, which is included in the costs to close the Company’s clinical and test kit operations, and the 1,450,000 shares of the Company’s common stock issued to Dr. Karim were cancelled with no adjustment to the purchase price recorded. The following table presents the summarized components of loss from discontinued operations for the Company’s clinical and test kit operations: Years Ended March 31, 2021 2020 Revenue $ - $ 44,698 Cost of sales - 143,232 Research and development - 4,361 General and administrative - 630,231 Impairment of goodwill and intangible assets - - Loss from discontinued operations $ - $ (733,126 ) |
Operating Lease
Operating Lease | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Operating Lease | 4. OPERATING LEASE At March 31, 2020, the Company’s wholly-owned subsidiary, The Control Center, Inc. (“TCC”) had an operating lease agreement for its office space. The lease expired on February 28, 2021. Lease expense for the lease was recognized on a straight-line basis over the lease term. The lease did not contain any residual value guarantees or material restrictive covenants. The lease commenced in 2016 and upon the adoption of ASC 842 on April 1, 2019, an operating lease right-of-use asset and operating lease liability were recognized based on the present value of remaining lease payments over the remaining lease term. In addition, at March 31, 2020, TCC had a sublease agreement in place for the office space that also expired February 28, 2021. Sublease income was not significant during the years ended March 31, 2021 and 2020. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Year Ended March 31, 2021 Year Ended March 31, 2020 Lease Cost Operating lease cost (included in general and administrative expenses in the accompanying statement of operations) $ 123,606 $ 137,600 Other Information Cash paid for amounts included in the measurement of lease liabilities for the years ended March 31, 2021 and 2020 $ 93,241 $ 136,095 Weighted average remaining lease term – operating leases (in years) - 0.9 Average discount rate – operating leases 4.0 % 4.0 % The supplemental balance sheet information related to leases for the period is as follows: At March 31, 2020 Operating Leases Long-term right-of-use asset $ 123,606 Short-term operating lease liability $ 125,679 Long-term operating lease liability - Total operating lease liabilities $ 125,679 Lease expenses were $123,606 and $153,999 during the years ended March 31, 2021 and March 31, 2020, respectively. As of March 31, 2021, TCC owed unpaid lease payments under the lease totaling $33,440, which are included in accounts payable and accrued liabilities on the accompanying consolidated balance sheet. TCC has had no assets, employees or operations since its closure in May 2019. The Company is a party to a guaranty that specifies that the Company has no further liability under the lease as of March 31, 2021, and therefore the Company does not intend to make these payments. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 5. STOCK BASED COMPENSATION Stock options issued during fiscal 2021 The Company granted no option awards during the year ended March 31, 2021. Stock options issued during fiscal 2020 During the year ended March 31, 2020, the Company granted to directors and employees options to purchase an aggregate of 3,250,000 shares of the Company’s common stock with exercise prices of between $0.30 to $0.35 per share, that expire ten years from the date of grant, and all have vesting periods of up to 24 months. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) volatility rate of 176.50%, (ii) discount rate of 1.73%, (iii) zero expected dividend yield, and (iv) expected life of 6 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to employees at their grant dates was approximately $1,026,000. During the years ended March 31, 2021 and 2020, total stock-based compensation expense related to vested stock options was $461,856 and $626,668, respectively. At March 31, 2021, the remaining unamortized cost of the outstanding stock-based awards was approximately $74,000 and will be amortized on a straight-line basis over a weighted average remaining vesting period of 2 years. A summary of the Company’s stock option activity during the fiscal years ended March 31, 2020 and 2021 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2019 3,456,710 $ 1.40 Granted 3,250,000 0.34 Exercised - - Expired - - Forfeited (160,000 ) 1.92 Balance outstanding at March 31, 2020 6,546,710 $ 0.89 Granted - - Exercised - Expired (32,500 ) 2.17 Forfeited (516,666 ) 1.42 Balance outstanding at March 31, 2021 5,997,544 $ 0.91 Balance exercisable at March 31, 2021 4,622,544 $ 1.42 At March 31, 2021, the 5,997,544 outstanding stock options had no intrinsic value. A summary of the Company’s stock options outstanding and exercisable as of March 31, 2021 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, March 31, 2021 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 500,834 $ 1.50 - 1.95 $ 1.50 - 1.95 657,500 $ 2.00 - 2.79 $ 2.00 - 2.79 123,334 $ 3.10 - 3.80 $ 3.10 - 3.80 43,334 $ 4.00 - 4.70 $ 4.00 - 4.70 5,997,544 Options Exercisable, March 31, 2021 375,000 $ 0.30 $ 0.30 1,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 500,834 $ 1.50 - 1.95 $ 1.50 - 1.95 657,500 $ 2.00 - 2.79 $ 2.00 - 2.79 123,334 $ 3.10 - 3.80 $ 3.10 - 3.80 43,334 $ 4.00 - 4.70 $ 4.00 - 4.70 4,622,544 |
Warrants
Warrants | 12 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 6. WARRANTS A summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2020 and 2021 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2019 1,135,003 $ 2.19 Granted - - Exercised - - Expired - - Balance outstanding at March 31, 2020 1,135,003 $ 2.19 Granted - - Exercised - - Expired (988,335 ) 2.10 Balance outstanding and exercisable at March 31, 2021 146,668 $ 3.00 At March 31, 2021, the 146,668 outstanding stock warrants had no intrinsic value. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES The Company had no income tax expense for the years ended March 31, 2021 or 2020 due to its history of operating losses. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: Years Ended March 31, 2021 2020 Federal statutory tax rate (21 )% (21 )% State tax rate, net of federal benefit (7 )% (7 )% Total federal and state tax rate (28 )% (28 )% Valuation allowance 28 % 28 % Effective tax rate - % - % Deferred tax assets and liabilities consist of the following: March 31, 2021 2020 Net deferred tax assets: Net operating loss carryforwards $ 5,531,000 $ 5,364,000 Stock-based compensation 3,200,000 3,071,000 Research credits 64,000 64,000 Operating lease liability - 35,000 Gross deferred tax assets 8,795,000 8,534,000 Less: valuation allowance (7,687,000 ) (7,658,000 ) Total deferred tax assets 1,108,000 876,000 Deferred tax liabilities: Derivative income 1,108,000 841,000 Operating lease right-of-use asset - 35,000 Total deferred tax liabilities 1,108,000 876,000 Net deferred income tax assets (liabilities) $ - $ - The provisions of ASC Topic 740, Accounting for Income Taxes At March 31, 2021 and 2020, the Company had available Federal and state net operating loss carryforwards (“NOLs”) to reduce future taxable income. For Federal purposes, the amounts available were approximately $20.8 million and $19.7 million, respectively. For state purposes, approximately $16.8 million and $16.7 million was available at March 31, 2021 and 2020, respectively. The Federal carryforwards expire on various dates through 2041 and the state carryforwards expire through 2038. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership. NOLs incurred subsequent to the latest change in control are not subject to the limitation. The Company’s operations are based in California and it is subject to Federal and California state income tax. Tax years after 2016 are open to examination by United States and state tax authorities. The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of March 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be recorded or disclosed. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS During the year ended March 31, 2020, the Company paid rent of $2,600 to One World Ranches LLC, which is jointly-owned by Dr. Avtar Dhillon, the former Chairman of the Board of Directors of the Company, and his wife. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES The Company received a letter in February 2021 from counsel for the Company’s previous director’s and officer’s insurance carrier (the “insurer”) demanding that the Company reimburse the insurer for sums advanced by the insurer to a former director of the Company as defense costs in connection with a claim purportedly arising under a previous directors and officers insurance policy. The Company believes it has no liability for this claim on the basis of, among other things, Nevada law, the Company’s governing documents and the language of the policy. Accordingly, as of March 31, 2021, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for this matter. |
Business Operations and Summa_2
Business Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Covid-19 | COVID-19 The Company is subject to risks and uncertainties of the COVID-19 pandemic that could adversely impact our business, our liquidity and access to capital markets and our business development activities. The Company has implemented additional health and safety precautions and protocols in response to the pandemic and government guidelines. The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company is highly uncertain and difficult to predict and quantify. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, including vaccination efforts, as well as the economic impact on local, regional, national and international markets. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Vitality Healthtech, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year end is March 31. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax assets, and accruals for potential liabilities. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. |
Financial Assets and Liabilities Measured at Fair Value | Financial Assets and Liabilities Measured at Fair Value The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company believes that because of their short maturity, the carrying amounts of cash, accounts payable and accrued liabilities approximate fair value. As of March 31, 2021 and March 31, 2020, the Company’s balance sheet includes no Level 2 liabilities. The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative liabilities during the years ended March 31, 2021 and 2020: Year ended March 31, 2021 Year ended March 31, 2020 Fair value at beginning of period $ - $ 35,710 Net change in the fair value of derivative liabilities - (35,710 ) Fair value at end of period $ - $ - |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. |
Leases | Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: March 31, 2021 2020 Options 5,997,544 6,546,710 Warrants 146,668 1,135,003 Total 6,144,212 7,681,713 |
Patents and Patent Application Costs | Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. |
Segments | Segments The Company operates in one segment for the development of pharmaceuticals products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Business Operations and Summa_3
Business Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value of Derivative Liabilities | The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative liabilities during the years ended March 31, 2021 and 2020: Year ended March 31, 2021 Year ended March 31, 2020 Fair value at beginning of period $ - $ 35,710 Net change in the fair value of derivative liabilities - (35,710 ) Fair value at end of period $ - $ - |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: March 31, 2021 2020 Options 5,997,544 6,546,710 Warrants 146,668 1,135,003 Total 6,144,212 7,681,713 |
Gain on Extinguishment of Lia_2
Gain on Extinguishment of Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Gain on Extinguishment of Liabilities | Years Ended March 31, 2021 2020 Gain on settlement with vendor (a) $ 1,062,405 $ - Gain on extinguishment of advance (b) 296,653 - Gain on forgiveness of PPP Loan (c) 97,516 - Gain on extinguishment of debt $ 1,456,574 $ - (a) Gain on settlement with vendor From 2016 to 2019, the Company recorded approximately $1.1 million due to a vendor for services, of which $612,405 had not been paid and was included in accounts payable at March 31, 2020 and through November 30, 2020. In December 2020, the Company reached a settlement with the vendor to forgive the $612,405 of outstanding invoices, and in addition, the Company received a payment from the vendor of $450,000. This resulted in a gain on settlement of $1,062,405 during the year ended March 31, 2021. (b) Gain on extinguishment of advance In July 2018, the Company received a payment from a third party in the amount of $296,653. Since the Company has not been able to confirm the nature of this payment, it had previously recorded this payment as an advance that was included in current liabilities. At March 31, 2021, the Company, after consultation with outside legal counsel, determined that any claim to recover that advance was time barred by the statute of limitations and the Company recorded relief of this liability and a gain from debt extinguishment of $296,653 during the year ended March 31, 2021. (c) Gain on forgiveness of PPP Loan On May 6, 2020, the Company was granted a loan (the “PPP loan”) from U.S. Bank for $96,988 pursuant to the Paycheck Protection Program under the CARES Act. The PPP loan bore interest at 1% per annum with the first six months of interest deferred, and was unsecured and guaranteed by the Small Business Administration (the “SBA”). The Company used the entire PPP loan amount for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent, and qualifying utilities. On November 21, 2020, we received notice that the SBA had reviewed the forgiveness application of our PPP loan and provided forgiveness of the entire principal of our PPP loan plus accrued interest of $528, and we recognized a gain on extinguishment of the PPP loan of $97,516 during the year ended March 31, 2021. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations for Summit Healthcare | The following table presents the summarized components of loss from discontinued operations for the Company’s clinical and test kit operations: Years Ended March 31, 2021 2020 Revenue $ - $ 44,698 Cost of sales - 143,232 Research and development - 4,361 General and administrative - 630,231 Impairment of goodwill and intangible assets - - Loss from discontinued operations $ - $ (733,126 ) |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Year Ended March 31, 2021 Year Ended March 31, 2020 Lease Cost Operating lease cost (included in general and administrative expenses in the accompanying statement of operations) $ 123,606 $ 137,600 Other Information Cash paid for amounts included in the measurement of lease liabilities for the years ended March 31, 2021 and 2020 $ 93,241 $ 136,095 Weighted average remaining lease term – operating leases (in years) - 0.9 Average discount rate – operating leases 4.0 % 4.0 % |
Schedule of Supplement Related to Lease | The supplemental balance sheet information related to leases for the period is as follows: At March 31, 2020 Operating Leases Long-term right-of-use asset $ 123,606 Short-term operating lease liability $ 125,679 Long-term operating lease liability - Total operating lease liabilities $ 125,679 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity during the fiscal years ended March 31, 2020 and 2021 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2019 3,456,710 $ 1.40 Granted 3,250,000 0.34 Exercised - - Expired - - Forfeited (160,000 ) 1.92 Balance outstanding at March 31, 2020 6,546,710 $ 0.89 Granted - - Exercised - Expired (32,500 ) 2.17 Forfeited (516,666 ) 1.42 Balance outstanding at March 31, 2021 5,997,544 $ 0.91 Balance exercisable at March 31, 2021 4,622,544 $ 1.42 |
Schedule of Stock Options Outstanding and Exercisable | A summary of the Company’s stock options outstanding and exercisable as of March 31, 2021 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, March 31, 2021 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 500,834 $ 1.50 - 1.95 $ 1.50 - 1.95 657,500 $ 2.00 - 2.79 $ 2.00 - 2.79 123,334 $ 3.10 - 3.80 $ 3.10 - 3.80 43,334 $ 4.00 - 4.70 $ 4.00 - 4.70 5,997,544 Options Exercisable, March 31, 2021 375,000 $ 0.30 $ 0.30 1,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 500,834 $ 1.50 - 1.95 $ 1.50 - 1.95 657,500 $ 2.00 - 2.79 $ 2.00 - 2.79 123,334 $ 3.10 - 3.80 $ 3.10 - 3.80 43,334 $ 4.00 - 4.70 $ 4.00 - 4.70 4,622,544 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | A summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2020 and 2021 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2019 1,135,003 $ 2.19 Granted - - Exercised - - Expired - - Balance outstanding at March 31, 2020 1,135,003 $ 2.19 Granted - - Exercised - - Expired (988,335 ) 2.10 Balance outstanding and exercisable at March 31, 2021 146,668 $ 3.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company had no income tax expense for the years ended March 31, 2021 or 2020 due to its history of operating losses. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: Years Ended March 31, 2021 2020 Federal statutory tax rate (21 )% (21 )% State tax rate, net of federal benefit (7 )% (7 )% Total federal and state tax rate (28 )% (28 )% Valuation allowance 28 % 28 % Effective tax rate - % - % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: March 31, 2021 2020 Net deferred tax assets: Net operating loss carryforwards $ 5,531,000 $ 5,364,000 Stock-based compensation 3,200,000 3,071,000 Research credits 64,000 64,000 Operating lease liability - 35,000 Gross deferred tax assets 8,795,000 8,534,000 Less: valuation allowance (7,687,000 ) (7,658,000 ) Total deferred tax assets 1,108,000 876,000 Deferred tax liabilities: Derivative income 1,108,000 841,000 Operating lease right-of-use asset - 35,000 Total deferred tax liabilities 1,108,000 876,000 Net deferred income tax assets (liabilities) $ - $ - |
Business Operations and Summa_4
Business Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (880,851) | $ (4,365,355) |
Net cash used in operating activities | $ (1,605,076) | $ (3,590,516) |
Business Operations and Summa_5
Business Operations and Summary of Significant Accounting Policies - Schedule of Fair Value of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Fair value at beginning of period | $ 35,710 | |
Net change in the fair value of derivative liabilities | (35,710) | |
Fair value at end of period |
Business Operations and Summa_6
Business Operations and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share | 6,144,212 | 7,681,713 |
Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 5,997,544 | 6,546,710 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 146,668 | 1,135,003 |
Gain on Extinguishment of Lia_3
Gain on Extinguishment of Liabilities - Schedule of Gain on Extinguishment of Liabilities (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Debt Disclosure [Abstract] | |||
Gain on settlement with vendor (a) | $ 1,062,405 | [1] | |
Gain on extinguishment of advance (b) | 296,653 | [2] | |
Gain on forgiveness of PPP Loan (c) | 97,516 | [3] | |
Gain on extinguishment of debt | $ 1,456,574 | ||
[1] | From 2016 to 2019, the Company recorded approximately $1.1 million due to a vendor for services, of which $612,405 had not been paid and was included in accounts payable at March 31, 2020 and through November 30, 2020. In December 2020, the Company reached a settlement with the vendor to forgive the $612,405 of outstanding invoices, and in addition, the Company received a payment from the vendor of $450,000. This resulted in a gain on settlement of $1,062,405 during the three and nine months ended December 31, 2020. | ||
[2] | In July 2018, the Company received a payment from a third party in the amount of $296,653. Since the Company has not been able to confirm the nature of this payment, it had previously recorded this payment as an advance that was included in current liabilities. At March 31, 2021, the Company, after consultation with outside legal counsel, determined that any claim to recover that advance was time barred by the statute of limitations and the Company recorded relief of this liability and a gain from debt extinguishment of $296,653 during the year ended March 31, 2021. | ||
[3] | On May 6, 2020, the Company was granted a loan (the "PPP loan") from U.S. Bank for $96,988 pursuant to the Paycheck Protection Program under the CARES Act. The PPP loan bore interest at 1% per annum with the first six months of interest deferred, and was unsecured and guaranteed by the Small Business Administration (the "SBA"). The Company used the entire PPP loan amount for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent, and qualifying utilities. On November 21, 2020, we received notice that the SBA had reviewed the forgiveness application of our PPP loan and provided forgiveness of our PPP loan and provided forgiveness of the entire principal of our PPP loan plus accrued interest of $528. We recognized a gain on extinguishment of the PPP loan of $97,516 during the during the year ended March 31, 2021. |
Gain on Extinguishment of Lia_4
Gain on Extinguishment of Liabilities - Schedule of Gain on Extinguishment of Liabilities (Details) (Parenthetical) - USD ($) | Nov. 21, 2020 | Jul. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Nov. 30, 2020 | May 06, 2020 | Dec. 31, 2019 |
Due to vendor | $ 1,100,000 | ||||||
Accounts payable to vendor | $ 612,405 | ||||||
Gain on settlement of outstanding invoices | $ 612,405 | ||||||
Payment from vendor | 450,000 | ||||||
Gain on settlement | 1,062,405 | ||||||
Payment from third party | $ 296,653 | ||||||
Gain from debt extinguishment | 1,456,574 | ||||||
Paycheck Protection Program [Member] | |||||||
Gain from debt extinguishment | 97,516 | ||||||
Forgiveness of loan | $ 97,516 | ||||||
Accrued interest | $ 528 | ||||||
Paycheck Protection Program [Member] | U.S. Bank [Member] | |||||||
Loans payable | $ 96,988 | ||||||
Debt instrument, interest rate | 1.00% | ||||||
Third party [Member] | |||||||
Gain from debt extinguishment | $ 296,653 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Oct. 12, 2018 | Mar. 31, 2021 | Mar. 31, 2020 |
Severance and related benefits | $ 408,905 | $ 1,009,894 | |
Dr. Karim [Member] | |||
Cost of disposal paid | $ 120,000 | ||
Number of shares cancelled | 1,450,000 | ||
Summit Healthtech Inc [Member] | Dr Arif Karim [Member] | |||
Common stock, shares issued | 1,450,000 | ||
Clinical and Test Kit Operations [Member] | |||
Severance and related benefits | $ 165,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations for Summit Healthcare (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 44,698 | |
Cost of sales | 143,232 | |
Research and development | 4,361 | |
General and administrative | 630,231 | |
Impairment of goodwill and intangible assets | ||
Loss from discontinued operations | $ (733,126) |
Operating Lease (Details Narra
Operating Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease expenses | $ 123,606 | $ 129,781 |
Opearating lease payments | 93,241 | 136,095 |
Operating Lease Agreement [Member] | ||
Lease expenses | $ 123,606 | $ 153,999 |
Lease expiration date | Feb. 28, 2021 | |
Opearating lease payments | $ 33,440 |
Operating Lease - Schedule of L
Operating Lease - Schedule of Lease Expenses (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost (included in general and administrative expenses in the Company's unaudited condensed consolidated statement of operations) | $ 123,606 | $ 137,600 |
Cash paid for amounts included in the measurement of lease liabilities for the years ended March 31, 2021 and 2020 | $ 93,241 | $ 136,095 |
Weighted average remaining lease term - operating leases (in years) | 10 months 25 days | |
Average discount rate - operating leases | 4.00% | 4.00% |
Operating Lease - Schedule of S
Operating Lease - Schedule of Supplement Related to Lease (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Operating Leases: Long-term right-of-use asset | $ 123,606 | |
Operating Leases: Short-term operating lease liability | $ 125,679 | |
Operating Leases [Member] | ||
Operating Leases: Long-term right-of-use asset | 123,606 | |
Operating Leases: Short-term operating lease liability | 125,679 | |
Operating Leases: Long-term operating lease liability | ||
Operating Leases: Total operating lease liabilities | $ 125,679 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options to purchase an aggregate shares of common stock | 3,250,000 | ||
Common stock with exercise prices | $ 0.34 | ||
Stock option expiration term | 10 years | ||
Stock option granted, vesting periods | 24 months | ||
Volatility rate | 176.50% | ||
Discount rate | 1.73% | ||
Dividend yield | 0.00% | ||
Expected life | 6 years | ||
Fair value of the option grants | $ 1,026,000 | ||
Stock-based compensation expense | $ 461,856 | $ 626,668 | |
Unamortized cost of outstanding stock-based awards | $ 74,000 | ||
Weighted average remaining vesting period | 2 years | ||
Outstanding stock options | 5,997,544 | 6,546,710 | 3,456,710 |
Stock warrants, intrinsic value | |||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock with exercise prices | $ 0.30 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock with exercise prices | $ 0.35 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Shares Outstanding, Beginning Balance Outstanding | 6,546,710 | 3,456,710 |
Shares, Granted | 3,250,000 | |
Shares, Exercised | ||
Shares, Expired | (32,500) | |
Shares, Forfeited | (516,666) | (160,000) |
Shares Outstanding, Ending Balance | 5,997,544 | 6,546,710 |
Shares, Balance Exercisable | 4,622,544 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 0.89 | $ 1.40 |
Weighted Average Exercise Price, Granted | 0.34 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired | 2.17 | |
Weighted Average Exercise Price, Forfeited | 1.42 | 1.92 |
Weighted Average Exercise Price, Outstanding Ending Balance | 0.91 | 0.89 |
Weighted Average Exercise Price, Balance Exercisable | $ 1.42 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 5,997,544 | 6,546,710 | 3,456,710 |
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.34 | ||
Number of Options, Options Exercisable | 4,622,544 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.30 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.35 | ||
Stock Options One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 750,000 | ||
Weighted Average Exercise Price, Options Outstanding | $ 0.30 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.30 | ||
Number of Options, Options Exercisable | 375,000 | ||
Weighted Average Exercise Price, Options Exercisable | $ 0.30 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.30 | ||
Stock Options Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 2,000,000 | ||
Weighted Average Exercise Price, Options Outstanding | $ 0.35 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.35 | ||
Number of Options, Options Exercisable | 1,000,000 | ||
Weighted Average Exercise Price, Options Exercisable | $ 0.35 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.35 | ||
Stock Options Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 1,664,542 | ||
Weighted Average Exercise Price, Options Outstanding | $ 0.50 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.50 | ||
Number of Options, Options Exercisable | 1,664,542 | ||
Weighted Average Exercise Price, Options Exercisable | $ 0.50 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.50 | ||
Stock Options Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 128,000 | ||
Weighted Average Exercise Price, Options Outstanding | $ 0.96 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.96 | ||
Number of Options, Options Exercisable | 128,000 | ||
Weighted Average Exercise Price, Options Exercisable | $ 0.96 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.96 | ||
Stock Options Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 130,000 | ||
Weighted Average Exercise Price, Options Outstanding | $ 1 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | $ 10 | ||
Number of Options, Options Exercisable | 130,000 | ||
Weighted Average Exercise Price, Options Exercisable | $ 1 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 10 | ||
Stock Options Six [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 500,834 | ||
Number of Options, Options Exercisable | 500,834 | ||
Stock Options Six [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | $ 1.50 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 1.50 | ||
Weighted Average Exercise Price, Options Exercisable | 1.50 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | 1.50 | ||
Stock Options Six [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | 1.95 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 1.95 | ||
Weighted Average Exercise Price, Options Exercisable | 1.95 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 1.95 | ||
Stock Options Seven [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 657,500 | ||
Number of Options, Options Exercisable | 657,500 | ||
Stock Options Seven [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | $ 2 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 2 | ||
Weighted Average Exercise Price, Options Exercisable | 2 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | 2 | ||
Stock Options Seven [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | 2.79 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 2.79 | ||
Weighted Average Exercise Price, Options Exercisable | 2.79 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 2.79 | ||
Stock Options Eight [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 123,334 | ||
Number of Options, Options Exercisable | 123,334 | ||
Stock Options Eight [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | $ 3.10 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 3.10 | ||
Weighted Average Exercise Price, Options Exercisable | 3.10 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | 3.10 | ||
Stock Options Eight [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | 3.80 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 3.80 | ||
Weighted Average Exercise Price, Options Exercisable | 3.80 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 3.80 | ||
Stock Options Nine[Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Options Outstanding | 43,334 | ||
Number of Options, Options Exercisable | 43,334 | ||
Stock Options Nine[Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | $ 4 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 4 | ||
Weighted Average Exercise Price, Options Exercisable | 4 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | 4 | ||
Stock Options Nine[Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Options Outstanding | 4.70 | ||
Weighted Average Grant-date Stock Price, Options Outstanding | 4.70 | ||
Weighted Average Exercise Price, Options Exercisable | 4.70 | ||
Weighted Average Grant-date Stock Price, Options Exercisable | $ 4.70 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Mar. 31, 2021USD ($)shares |
Stock warrants, intrinsic value | |
Warrants [Member] | |
Outstanding warrants | shares | 146,668 |
Stock warrants, intrinsic value |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Shares, Warrants Outstanding, Beginning Balance | 1,135,003 | 1,135,003 |
Number of Shares, Warrants Granted | ||
Number of Shares, Warrants Exercised | ||
Number of Shares, Warrants Expired | (988,335) | |
Number of Shares, Warrants Outstanding and Exercisable Ending Balance | 146,668 | 1,135,003 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ 2.19 | $ 2.19 |
Weighted Average Exercise Price, Warrants Outstanding, Granted | ||
Weighted Average Exercise Price, Warrants Outstanding, Exercised | ||
Weighted Average Exercise Price, Warrants Outstanding, Expired | 2.10 | |
Weighted Average Exercise Price, Warrants Outstanding, Outstanding and Exercisable, Ending Balance | $ 3 | $ 2.19 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Increased in valuation allowances | $ 29,000 | $ 1,000,000 |
Federal net operating loss carryforwards | 20,800,000 | 19,700,000 |
State net operating loss carryforwards | $ 16,800,000 | 16,700,000 |
Income tax description | The Federal carryforwards expire on various dates through 2041 and the state carryforwards expire through 2038. | |
Liability for unrecognized tax benefits |
Income Taxes - Schedule of Eff
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State tax rate, net of federal benefit | (7.00%) | (7.00%) |
Total federal and state tax rate | (28.00%) | (28.00%) |
Valuation allowance | 28.00% | 28.00% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,531,000 | $ 5,364,000 |
Stock-based compensation | 3,200,000 | 3,071,000 |
Research credits | 64,000 | 64,000 |
Operating lease liability | 35,000 | |
Gross deferred tax assets | 8,795,000 | 8,534,000 |
Less: valuation allowance | (7,687,000) | (7,658,000) |
Total deferred tax assets | 1,108,000 | 876,000 |
Derivative income | 1,108,000 | 841,000 |
Operating lease right-of-use asset | 35,000 | |
Total deferred tax liabilities | 1,108,000 | 876,000 |
Net deferred income tax assets (liabilities) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended |
Mar. 31, 2020USD ($) | |
One World Ranches LLC [Member] | |
Rental payments | $ 2,600 |