Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | BARFRESH FOOD GROUP INC. | |
Entity Central Index Key | 1,487,197 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 79,884,521 | |
Trading Symbol | BRFH | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash | $ 1,511,686 | $ 5,364,657 |
Accounts Receivable | 119,796 | 46,096 |
Inventory | 310,595 | 165,847 |
Prepaid expenses and other current assets | 36,190 | 6,386 |
Total current assets | 1,978,267 | 5,582,986 |
Property, plant and equipment, net of depreciation | 619,033 | 545,454 |
Intangible asset, net of amortization | 630,447 | 651,433 |
Deposits | 16,451 | 16,451 |
Total Assets | 3,244,198 | 6,796,324 |
Current liabilities: | ||
Accounts payable | 162,593 | 133,254 |
Accrued expenses | 369,867 | 424,262 |
Deferred rent liability | 2,040 | 1,484 |
Short-term notes payable - related party, net of discount | 300,000 | 157,393 |
Short-term notes payable, net of discount | 50,000 | 539,631 |
Convertible note, net of discount | 50,000 | 325,114 |
Current portion of long term debt | 14,039 | 7,551 |
Total current liabilities | 948,539 | 1,588,689 |
Long Term Debt | 49,505 | 28,916 |
Total liabilities | $ 998,044 | $ 1,617,605 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued or outstanding | ||
Common stock, $0.000001 par value; 295,000,000 shares authorized; 79,884,521 and 77,720,828 shares issued and outstanding at September, 2015 and March 31, 2015, respectively | $ 80 | $ 78 |
Additional paid in capital | 14,923,086 | 14,034,623 |
Accumulated deficit | (12,675,067) | (8,808,640) |
Unearned services | (1,945) | (47,342) |
Total stockholders' equity | 2,246,154 | 5,178,719 |
Total Liabilities and Stockholders' Equity | $ 3,244,198 | $ 6,796,324 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 295,000,000 | 295,000,000 |
Common stock, shares issued | 79,884,521 | 77,720,828 |
Common stock, shares outstanding | 79,884,521 | 77,720,828 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 226,127 | $ 40,233 | $ 394,227 | $ 101,725 |
Cost of revenue | 119,229 | 19,744 | 209,431 | 61,103 |
Gross profit | 106,898 | 20,489 | 184,796 | 40,622 |
Operating expenses: | ||||
General and administrative | 2,138,815 | 778,800 | 3,745,545 | 1,456,031 |
Depreciation Amortization | 42,524 | 29,196 | 87,572 | 57,916 |
Total operating expenses | 2,181,339 | 807,996 | 3,833,117 | 1,513,947 |
Operating loss | (2,074,441) | (787,507) | (3,648,321) | (1,473,325) |
Other expenses | ||||
Interest | $ 62,507 | $ 126,766 | 210,249 | $ 237,756 |
Loss on debt conversion | 7,858 | |||
Total other expenses | $ 62,507 | $ 126,766 | 218,107 | $ 237,756 |
Net (loss) | $ (2,136,948) | $ (914,273) | $ (3,866,427) | $ (1,711,081) |
Per share information - basic and fully diluted: | ||||
Weighted average shares outstanding | 78,496,262 | 66,254,136 | 78,188,337 | 65,887,401 |
Net (loss) per share | $ (0.03) | $ (0.01) | $ (0.05) | $ (0.03) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net Cash used in operations | $ (3,366,381) | $ (1,134,262) |
Cash flow from investing activities: | ||
Investment in trademark | (9,906) | (11,438) |
Purchase of equipment | (138,945) | (191,249) |
Sale of equipment | 7,684 | 1,977 |
Net Cash used in investing activities | (141,167) | $ (200,710) |
Cash flow from financing activities: | ||
Exercise of Warrant | 2,500 | |
Repayment of Short Term Notes | (75,000) | |
Repayment of Short Term Notes -related party | (300,000) | |
Long term borrowing | 33,000 | |
Repayment of long term debt | (5,923) | |
Net cash used in financing activities | (345,423) | |
Net (decrease) in cash | (3,852,971) | $ (1,334,972) |
Cash at beginning of period | 5,364,657 | 2,632,612 |
Cash at end of period | 1,511,686 | 129,764 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 57,720 | $ 3,182 |
Cash paid for income taxes | ||
Non-cash financing activities | ||
Common Stock issued for services | $ 60,500 | $ 476,333 |
Common stock issued on conversion of note | 50,000 | |
Common stock issued on conversion of convertible note | $ 389,341 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 1. Basis of Presentation and Significant Accounting Policies Throughout this report, the terms our, we, us and the Company refer to Barfresh Food Group Inc., including its subsidiaries. The accompanying unaudited condensed financial statements of Barfresh Food Group Inc. at September 30, 2015 and 2014 have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended March 31, 2015. In managements opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended September 30, 2015 and 2014 presented are not necessarily indicative of the results to be expected for the full year. The March 31, 2015 balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended March 31, 2015. Basis of Consolidation The condensed consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries Barfresh Inc. and Barfresh Corporation, Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the years reported. Actual results may differ from these estimates. Inventory Inventory consists of finished goods and is carried at the lower of cost or market on a first in first out basis. Intangible Assets Intangible assets are comprised of patents, net of amortization. The patent costs are being amortized over the life of the patents, which is twenty years from the date of filing the patent applications. In accordance with ASC Topic 350 Intangibles - Goodwill and Other Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Furniture and fixtures: 5 years Equipment: 7 years Leasehold improvements: 2 years Vehicle: 5 years Revenue Recognition We recognize revenue from products sold when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable and collection is reasonably assured. Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. We incurred $17,672 and $33,577 in research and development expenses for the six-month periods ended September 30, 2015 and 2014, respectively, and $9,289 and $27,925 in research and development expenses for the three-month periods ended September 30, 2015 and 2014, respectively. Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases Recent Pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. ASU Update 2014-09 Revenue From Contracts With Customers (Topic 606 Presentation of Financial Statements-Going Concern (Sub Topic 205-40) |
Property Plant and Equipment
Property Plant and Equipment | 6 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | Note 2. Property Plant and Equipment Major classes of property and equipment at September 30, 2015 and March 31, 2015: September 30, 2015 March 31, 2015 Furniture and fixtures $ 13,604 $ 10,794 Equipment 703,047 632,596 Leasehold Improvements 3,300 3,300 Vehicle 116,752 58,752 836,703 705,442 Less: accumulated depreciation (217,670 ) (159,988 ) Property and equipment, net of depreciation 619,033 545,454 We recorded depreciation expense related to these assets of $57,682 and $27,284 for the six-month periods ended September 30, 2015 and 2014, respectively, and $28,007 and $13,642 for the three-month periods ended September 30, 2015 and 2014, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets As of September 30, 2015 and March 31, 2015, intangible assets consist primarily of patent costs and trademarks of $ 758,712 and $748,806, less accumulated amortization of $128,265 and $97,373, respectively. The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patent, which is December, 2025. The amount charged to expenses for amortization of the patent costs was $30,892 and $30,633 for the six-month periods ended September 30, 2015and 2014, respectively, and $15,519 and $15,555 for the three-month periods ended September 30, 1015 and 2014, respectively. Estimated amortization expense related to the patent as of September 30, 2015 is as follows: Fiscal Years Ending March 31, 2016 (6 months remaining) $ 41,579 2017 61,492 2018 61,492 2019 61,492 2020 61,492 Thereafter 342,900 Total $ 630,447 |
Short-Term Notes Payable (Relat
Short-Term Notes Payable (Related and Unrelated) | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payable (Related and Unrelated) | Note 4. Short-Term Notes Payable (Related and Unrelated) In December 2013, we closed an offering of $775,000 in short-term notes payable (Short-Term Notes), $500,000 of which was purchased by a significant shareholder, $100,000 was purchased by the family trust of an officer, director and significant shareholder and $100,000 was purchased by a company controlled by a director and significant shareholder. During December 31, 2014 the $100,000 that was purchased by the family trust of an officer, director and significant shareholder is no longer considered to be owned by the officer as he is no longer, nor is any other related party, the trustee and does not exercise control over the trust and is not classified as a related party debt. The Short-Term Notes bear interest at a rate of 2% per annum and were due and payable on December 20, 2014. We also issued 1,291,667 warrants to the Short-Term Note holders for the right to purchase shares of our common stock. Each warrant entitles the holder to purchase one share of our common stock at a price of $0.45 per share, may be exercised on a cashless basis and are exercisable for a period of five years. In accordance with the guidance in ASC Topic 470-20 Debt with Conversion and Other Options The relative value of the warrants was $298,232, which was the amount recorded as debt discount. The amounts recorded as debt discount was amortized over the life of the note, one year, and charged to interest expense. We estimated the effective interest rate as calculated to be approximately 52% but paid cash at a rate of 2% per annum. We exercised our right to extend the due date of the Short-Term Notes to June 20, 2015. The extended Short-Term Notes bear at the rate of 3% per annum and we required us to issue additional warrants (Extension Warrants). We issued 898,842 warrants to the Short-Term Note holders for the right to purchase shares of our common stock. Each warrant entitles the holder to purchase one share of our common stock at a price of $0.485 per share, may be exercised on a cashless basis and are exercisable for a period of three years. On June 20, 2015, some of the Short-Term Notes were amended, and some of the Short-Term Notes were redeemed. Short-Term Notes totaling $700,000 were amended to provide for repayment on June 20, 2015 of 50% of the face value, plus accrued interest to that date ($10,500), and extension of the remaining balance until September 20, 2015, and the interest rate on the notes that were extended was adjusted to 10%. The remaining Short-Terms Notes were fully redeemed on June 20, 2015. One such note in the amount of $25,000 was redeemed for cash, and one such note in the amount of $50,000 was redeemed for 71,429 shares of our common stock. As a result of the above described amendments and redemptions of the Short-Terms Notes, all remaining unamortized debt discount was expensed as of June 20, 2015. Of the balance of the notes due that were payable on September 20, 2015, one note for $250,000 was repaid on October 1, 2015, and two notes totaling $100,000 were extended until December 31, 2015, with 10% interest. |
Convertible Note (Related and U
Convertible Note (Related and Unrelated) | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Note (Related and Unrelated) | Note 5. Convertible Note (Related and Unrelated) In August 2012, we closed an offering of $440,000 of convertible notes, $50,000 of which was purchased by the family trust of a significant shareholder of ours. The notes bear interest at a rate of 12% per annum and were due and payable on September 6, 2013. In addition, the notes were convertible at any time after the original issue date until the notes are no longer outstanding into our common stock at a conversion price of $0.372 per share. We also issued 956,519 warrants to the note holders for the right to purchase shares of our common stock. Each warrant entitled the holder to purchase one share of our common stock at a price of $0.46 per share for a term of seven years. When the convertible notes were due we settled the notes by repaying $40,000 of the notes in cash, issuing new convertible notes in the amount of $400,000 and received payment for another note in the amount of $20,000. The new notes bear interest at a rate of 12% per annum and are due and payable on September 6, 2015. In addition the new notes are convertible at any time after the original issue date until the new notes are no longer outstanding, into our common stock at a conversion price of $0.25 per share. We also issued warrants to the new note holders for the right to purchase shares of our common stock. Each warrant entitles the holder to purchase one share of our common stock at a price of $0.25 per share. There were 1,680,000 warrants issued. The warrants issued with the original notes were cancelled. In accordance with the guidance in ASC 470, we first calculated the fair value of the warrants issued and then determined the relative value of the notes and determined that there was a beneficial conversion feature. The fair value of the warrants, $0.13 per share, ($216,531 in the aggregate) was calculated using the Black-Sholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 85 % Risk Free interest rate 0.91 % Dividend yield (on common stock) - The relative value of the warrants to the notes was $142,873, which was the amount recorded as a portion of the debt discount. We also recorded a beneficial conversion feature on the convertible notes of $125,905. The amounts recorded as debt discount will be amortized over the life of the notes, two years, and charged to interest expense. We estimated the effective interest rate as calculated to be approximately 74% but the face rate was 12% per annum. As of September 30, 2015 all debt discount has been amortized. During September 2015 all of the holders of the convertible notes elected to convert the notes, $420,000, and accumulated interest of $21,955 to our common stock. We issued 1,557,367 shares of our common stock and will issue the remaining 210,455 shares in the near future. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies We lease office space under a non-cancelable operating lease, which will expire on November 7, 2016. The aggregate minimum requirements under non-cancelable leases as of September 30, 2015 is as follows: Fiscal Years ending March 31, 2016 $ 46,368 2017 54,529 $ 100,897 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7. Stockholders Equity During the six months ended September 30, 2015, we increased our authorized capitalization to 300,000,000 shares of stock, consisting of 295,000,000 shares of common stock, par value $0.000001per share, and 5,000,000 shares of blank check preferred stock, par value $0.000001. During the quarter, our Board of Directors also unanimously approved and adopted the Barfresh Food Group, Inc. 2015 Equity Incentive Plan (the Plan). The maximum number of shares that may be issued pursuant to awards under the Plan is 15,000,000 shares. During the six months ended September 30, 2015 we issued 97,581 shares of common stock, valued at $60,500, for services. During the six months ended September 30, 2015 we granted the right to 1,000,000 shares of restricted common stock to a director of the Company who during the period became an officer of the Company. The stock vests 50% on each of the second and third anniversary of the issuance. In accordance with ASC Topic 718, Compensation - Stock Compensation (ASC 718), compensation expense in the amount of $104,167 and $62,500, respectively for the six and three months ended September 30, 2015, was recognized in the statement of operations. In addition, we granted the right to 350,000 shares of restricted to another officer in connection with an employment agreement entered into during the six months ended September 30, 2015. In accordance with ASC Topic 718, Compensation - Stock Compensation (ASC 718), compensation expense in the amount of $44,040 and $29,896, respectively for the six and three months ended September 30, 2015 was recognized in the statement of operations. During the six months ended September 30, 2015, we issued 1,790,000 options to purchase our common stock to officers and employees of the Company. In addition, we cancelled 10,000 options to purchase our common stock. The exercise price of the options ranged from $0.50 to $0.82 per share, and are exercisable for periods of between 5 and 8 years. The options vest under a variety of vesting schedules. Seventy thousand (70,000) of the options vest on the first anniversary of issuance, 850,000 of the options vest on the second anniversary of issuance, and 870,000 of the options vest on the third anniversary of issuance. The fair value of the options ($1,181,393 in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below, and are being written off the life of each option. Expected life (in years) 4.5 to 8 Volatility (based on a comparable company) 78% to 99% Risk Free interest rate 1.38% to 2.11% Dividend yield (on common stock) - The following is a summary of outstanding stock options issued to employees and directors as of September 30, 2015: Number of Options Exercise price per share Average remaining term in years Aggregate intrinsic value at date of grant Outstanding March 31, 2015 1,600,000 $0.45 - $0.54 3.25 $ - Issued 1,820,000 $0.45 - $0.82 7.59 $ 210,000 Cancelled (10,000 ) - - - Outstanding September 30, 2015 3,410,000 $0.45 - $0.82 5.51 $ 210,000 Exercisable 1,450,000 $0.45 - $0.51 3.05 $ - |
Outstanding Warrants
Outstanding Warrants | 6 Months Ended |
Sep. 30, 2015 | |
Outstanding Warrants | |
Outstanding Warrants | Note 8. Outstanding Warrants The following is a summary of all outstanding warrants as of September 30, 2015: Number of warrants price per share remaining term in years intrinsic value at date of grant Warrants issued in connection with private placements of common stock 22,033,332 $0.25 - 1.50 1.65 $ 1,590,567 Warrants issued in connection with private placement of convertible notes 1,680,000 $ 0.25 0.94 $ - Warrants issued in connection with short-term notes payable 2,190,509 $0.45-$0.485 2.73 $ 64,583 During the six month period ended September 30, 2015 holders of 667,560 warrants to purchase shares of our common stock elected to exercise those warrants. Of the warrants exercised 657,560 were cashless and we issued 427,316 shares of our common stock in exchange for the warrants and 10,000 were exercised for cash and we issued 10,000 shares of our common stock. |
Interest Expense
Interest Expense | 6 Months Ended |
Sep. 30, 2015 | |
Interest Expense | |
Interest Expense | Note 9. Interest Expense Interest expense includes direct interest of $37,387 and $33,041 for the six month periods ended September 30, 2015 and 2014, respectively and $19,362 and $16,611 for the three months ended September 30, 2015 and 2014, calculated based on the interest rates stated in our various debt instruments. In addition as more fully described in Notes 4 and 5 above, interest expense includes non-cash amortization of the debt discount of $172,862 and $204,715 for the six months ended September 30, 2015 and 2014, respectively and $43,145 and $110,155 for the three months ended September 30, 2015 and 2014. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes We account for income taxes in interim periods in accordance with ASC Topic 740, Income Taxes (ASC 740). We have determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate. As of September 30, 2015 the estimated effective tax rate for the year will be zero. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2009 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations. There have been no income tax related interest or penalties assessed or recorded. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. For the six months ended September 30, 2015 and 2014, we did not have any interest and penalties associated with tax positions. As of September 30, 2015 we did not have any significant unrecognized uncertain tax positions. |
Business Segments
Business Segments | 6 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Note 11. Business Segments During the three months ended September 30, 2015 and 2014, we operated in only one business segment. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. |
Basis of Presentation and Sig18
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Basis Of Presentation And Significant Accounting Policies Policies | |
Basis of Consolidation | Basis of Consolidation The condensed consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries Barfresh Inc. and Barfresh Corporation, Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Inventory | Inventory Inventory consists of finished goods and is carried at the lower of cost or market on a first in first out basis. |
Intangible Assets | Intangible Assets Intangible assets are comprised of patents, net of amortization. The patent costs are being amortized over the life of the patents, which is twenty years from the date of filing the patent applications. In accordance with ASC Topic 350 Intangibles - Goodwill and Other |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Furniture and fixtures: 5 years Equipment: 7 years Leasehold improvements: 2 years Vehicle: 5 years |
Revenue Recognition | Revenue Recognition We recognize revenue from products sold when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable and collection is reasonably assured. |
Earnings per Share | Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share |
Research and Development | Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. We incurred $17,672 and $33,577 in research and development expenses for the six-month periods ended September 30, 2015 and 2014, respectively, and $9,289 and $27,925 in research and development expenses for the three-month periods ended September 30, 2015 and 2014, respectively. |
Rent Expense | Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases |
Recent Pronouncements | Recent Pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. ASU Update 2014-09 Revenue From Contracts With Customers (Topic 606 Presentation of Financial Statements-Going Concern (Sub Topic 205-40) |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Major Classes of Property and Equipment | Major classes of property and equipment at September 30, 2015 and March 31, 2015: September 30, 2015 March 31, 2015 Furniture and fixtures $ 13,604 $ 10,794 Equipment 703,047 632,596 Leasehold Improvements 3,300 3,300 Vehicle 116,752 58,752 836,703 705,442 Less: accumulated depreciation (217,670 ) (159,988 ) Property and equipment, net of depreciation 619,033 545,454 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Amortization Expense Related to Patent | Estimated amortization expense related to the patent as of September 30, 2015 is as follows: Fiscal Years Ending March 31, 2016 (6 months remaining) $ 41,579 2017 61,492 2018 61,492 2019 61,492 2020 61,492 Thereafter 342,900 Total $ 630,447 |
Convertible Note (Related and21
Convertible Note (Related and Unrelated) (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Assumptions Used for Fair Value of Warrant | Expected life (in years) 3 Volatility (based on a comparable company) 85 % Risk Free interest rate 0.91 % Dividend yield (on common stock) - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Aggregate Minimum Requirements Under Non-Cancelable Leases | The aggregate minimum requirements under non-cancelable leases as of September 30, 2015 is as follows: Fiscal Years ending March 31, 2016 $ 46,368 2017 54,529 $ 100,897 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Fair Value of Warrant Using Black Sholes Option Pricing Model | Expected life (in years) 4.5 to 8 Volatility (based on a comparable company) 78% to 99% Risk Free interest rate 1.38% to 2.11% Dividend yield (on common stock) - |
Summary of Outstanding Stock Options Issued to Employees and Directors | The following is a summary of outstanding stock options issued to employees and directors as of September 30, 2015: Number of Options Exercise price per share Average remaining term in years Aggregate intrinsic value at date of grant Outstanding March 31, 2015 1,600,000 $0.45 - $0.54 3.25 $ - Issued 1,820,000 $0.45 - $0.82 7.59 $ 210,000 Cancelled (10,000 ) - - - Outstanding September 30, 2015 3,410,000 $0.45 - $0.82 5.51 $ 210,000 Exercisable 1,450,000 $0.45 - $0.51 3.05 $ - |
Outstanding Warrants (Tables)
Outstanding Warrants (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Outstanding Warrants | |
Summary of Outstanding Warrants | The following is a summary of all outstanding warrants as of September 30, 2015: Number of warrants price per share remaining term in years intrinsic value at date of grant Warrants issued in connection with private placements of common stock 22,033,332 $0.25 - 1.50 1.65 $ 1,590,567 Warrants issued in connection with private placement of convertible notes 1,680,000 $ 0.25 0.94 $ - Warrants issued in connection with short-term notes payable 2,190,509 $0.45-$0.485 2.73 $ 64,583 |
Basis of Presentation and Sig25
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Research and development expenses | $ 9,289 | $ 27,925 | $ 17,672 | $ 33,577 |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 6 Months Ended |
Sep. 30, 2015 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Property Plant and Equipment (D
Property Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 28,007 | $ 13,642 | $ 57,682 | $ 27,284 |
Property Plant and Equipment -
Property Plant and Equipment - Major Classes of Property and Equipment (Details) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 836,703 | $ 705,442 |
Less: accumulated depreciation | (217,670) | (159,988) |
Property and equipment, net of depreciation | 619,033 | 545,454 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,604 | 10,794 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 703,047 | 632,596 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,300 | 3,300 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 116,752 | $ 58,752 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Patent costs | $ 758,712 | $ 758,712 | $ 748,806 | ||
Accumulated amortization on patents | 128,265 | $ 128,265 | $ 97,373 | ||
Expiration date of patent | 2025-12 | ||||
Amortization of patent costs | $ 15,519 | $ 15,555 | $ 30,892 | $ 30,633 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense Related to Patent (Details) | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2016 (6 months remaining) | $ 41,579 |
2,017 | 61,492 |
2,018 | 61,492 |
2,019 | 61,492 |
2,020 | 61,492 |
Thereafter | 342,900 |
Intangible asset, net of amortization | $ 630,447 |
Short-Term Notes Payable (Rel31
Short-Term Notes Payable (Related and Unrelated) (Details Narrative) - USD ($) | Jun. 20, 2015 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Debt face value | $ 775,000 | ||||
Short term debt interest rate | 2.00% | ||||
Notes payable due date | Dec. 20, 2014 | ||||
Issuance of warrants to purchase of common stock | 1,291,667 | ||||
Warrant, exercise price per share | $ .45 | ||||
Repayment of short term note | $ 75,000 | ||||
Family Trust Officer Director And Significant Shareholder [Member] | |||||
Debt face value | $ 100,000 | ||||
Short-Term Notes Payable [Member] | |||||
Issuance of warrants to purchase of common stock | 898,842 | ||||
Warrant, exercise price per share | $ 0.485 | ||||
Estimated effective interest rate | 50.00% | 3.00% | |||
Interest rate per annum | 10.00% | ||||
Short-term notes extend due date | Sep. 20, 2015 | Jun. 20, 2015 | |||
Interest expenses includes direct interest | $ 10,500 | ||||
Short-term notes | 700,000 | ||||
Note redeemed for cash | 25,000 | ||||
Note redeemed value | $ 50,000 | ||||
Note redeemed for shares of common stock | 71,429 | ||||
Short-Term Notes Payable [Member] | Warrant [Member] | |||||
Amount recorded as debt discount | $ 298,232 | ||||
Debt discount amortized over the life | 1 year | ||||
Estimated effective interest rate | 52.00% | ||||
Interest rate per annum | 2.00% | ||||
Note One [Member] | |||||
Notes payable due date | Oct. 1, 2015 | ||||
Repayment of short term note | $ 250,000 | ||||
Note Two [Member] | |||||
Debt face value | $ 100,000 | ||||
Short term debt interest rate | 10.00% | ||||
Short-term notes extend due date | Dec. 31, 2015 | ||||
Significant Shareholder [Member] | |||||
Debt face value | $ 500,000 | ||||
Officer, Director And Significant Shareholder [Member] | |||||
Debt face value | 100,000 | ||||
Director And Significant Shareholder [Member] | |||||
Debt face value | $ 100,000 |
Convertible Note (Related and32
Convertible Note (Related and Unrelated) (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2013 | Aug. 31, 2012 | Sep. 30, 2015 | |
Short-term Debt [Line Items] | |||
Debt face value | $ 775,000 | ||
Notes payable due date | Dec. 20, 2014 | ||
Warrants execise price per share | $ .45 | ||
Convertible Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Debt face value | $ 440,000 | $ 400,000 | |
Issuance of convertible notes | $ 50,000 | ||
Notes bear interest rate | 12.00% | 12.00% | |
Notes payable due date | Sep. 6, 2013 | Sep. 6, 2015 | |
Conversion price | $ 0.372 | $ 0.25 | |
Number of warrants issued to purchase of common stock shares | 956,519 | 1,680,000 | |
Warrants execise price per share | $ 0.46 | $ 0.25 | |
Warrant, exercisable period | 7 years | ||
Repayment of debt | $ 40,000 | ||
Issuance of convertible notes other | 20,000 | ||
Amount recorded as debt discount | 142,873 | ||
Convertible notes, beneficial conversion feature | $ 125,905 | ||
Debt discount amortization period | 2 years | ||
Estimated effective interest rate | 74.00% | ||
Interest rate per annum | 12.00% | ||
Debt convertible amount | $ 420,000 | ||
Accumulated interest | $ 21,955 | ||
Number of common stock shares issued | 1,557,367 | ||
Remaining shares will be issued in future | 210,455 | ||
Warrant [Member] | |||
Short-term Debt [Line Items] | |||
Fair value of warrant per share | $ 0.13 | ||
Fair value aggregate amount | $ 216,531 |
Convertible Note (Related and33
Convertible Note (Related and Unrelated) - Schedule of Assumptions Used for Fair Value of Warrant (Details) - Warrant One [Member] | 6 Months Ended |
Sep. 30, 2015 | |
Expected life (in years) | 3 years |
Volatility (based on a comparable company) | 85.00% |
Risk Free interest rate | 0.91% |
Dividend yield (on common stock) |
Commitments and Contingencies34
Commitments and Contingencies (Details Narrative) | 6 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease expire date | Nov. 7, 2016 |
Commitments and Contingencies
Commitments and Contingencies - Summary of Aggregate Minimum Requirements Under Non-Cancelable Leases (Details) | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 46,368 |
2,017 | 54,529 |
Total | $ 100,897 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | |
Class of Stock [Line Items] | |||
Increased authorized capitalzation | 300,000,000 | 300,000,000 | |
Common stock, shares authorized | 295,000,000 | 295,000,000 | 295,000,000 |
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Number of common stock shares issued for services | 97,581 | ||
Number of common stock issued for services | $ 60,500 | ||
Fair value of options | $ 1,181,393 | ||
Officers And Employees [Member] | |||
Class of Stock [Line Items] | |||
Issued option to purchase common stock | 1,790,000 | ||
Number of options cancelled during period | 10,000 | ||
Officers And Employees [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Exercise price of option ranged | 0.50 | $ 0.50 | |
Exercisable term | 5 years | ||
Officers And Employees [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Exercise price of option ranged | $ 0.82 | $ 0.82 | |
Exercisable term | 8 years | ||
First Anniversary Issuance [Member] | Officers And Employees [Member] | |||
Class of Stock [Line Items] | |||
Number of stock options vested | 70,000 | ||
Second Anniversary Issuance [Member] | Director [Member] | |||
Class of Stock [Line Items] | |||
Percentage of stock option vests | 50.00% | ||
Second Anniversary Issuance [Member] | Officers And Employees [Member] | |||
Class of Stock [Line Items] | |||
Number of stock options vested | 850,000 | ||
Third Anniversary Issuance [Member] | Officers And Employees [Member] | |||
Class of Stock [Line Items] | |||
Number of stock options vested | 870,000 | ||
Director [Member] | |||
Class of Stock [Line Items] | |||
Restricted common stock granted | 1,000,000 | ||
Stock compensation expense | $ 62,500 | $ 104,167 | |
Director [Member] | First Anniversary Issuance [Member] | |||
Class of Stock [Line Items] | |||
Percentage of stock option vests | 50.00% | ||
Another Office [Member] | Employment Agreement [Member] | |||
Class of Stock [Line Items] | |||
Restricted common stock granted | 350,000 | ||
Stock compensation expense | $ 29,896 | $ 44,040 | |
2015 Equity Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Maximum number of shares issued awards under plan | 15,000,000 | 15,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value Assumptions of Option Using Black Sholes Option Pricing Model (Details) - Stock Option [Member] | 6 Months Ended |
Sep. 30, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Dividend yield (on common stock) | |
Minimum [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected life (in years) | 4 years 6 months |
Volatility (based on a comparable company) | 78.00% |
Risk Free interest rate | 1.38% |
Maximum [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Expected life (in years) | 8 years |
Volatility (based on a comparable company) | 99.00% |
Risk Free interest rate | 2.11% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Outstanding Stock Options Issued to Employees and Directors (Details) - Employees And Directors [Member] | 6 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Number of Options, Outstanding, Beginning balance | shares | 1,600,000 |
Number of Options, Issued | shares | 1,820,000 |
Number of Options, Cancelled | shares | (10,000) |
Number of Options, Outstanding, Ending balance | shares | 3,410,000 |
Number of Options, Exercisable | shares | 1,450,000 |
Options Outstanding, Average remaining term in years | 3 years 3 months |
Options Issued, Average remaining term in years | 7 years 7 months 2 days |
Options Outstanding, Average remaining term in years | 5 years 6 months 4 days |
Options Exercisable, Average remaining term in years | 3 years 18 days |
Aggregate intrinsic value at date of grant, Outstanding, Beginning balance | $ | |
Aggregate intrinsic value at date of grant, issued | $ | $ 210,000 |
Aggregate intrinsic value at date of grant, Outstanding, Ending balance | $ | $ 210,000 |
Aggregate intrinsic value at date of grant, Exercisable | $ | |
Minimum [Member] | |
Exercise price per share, Outstanding, Beginning | $ 0.45 |
Exercise price per share, Issued | $ 0.45 |
Exercise price per share, Cancelled | |
Exercise price per share, Outstanding, Ending | $ .45 |
Exercise price per share, Exercisable | .45 |
Maximum [Member] | |
Exercise price per share, Outstanding, Beginning | 0.54 |
Exercise price per share, Issued | $ .82 |
Exercise price per share, Cancelled | |
Exercise price per share, Outstanding, Ending | $ .82 |
Exercise price per share, Exercisable | $ .51 |
Outstanding Warrants (Details N
Outstanding Warrants (Details Narrative) - Warrant [Member] | 6 Months Ended |
Sep. 30, 2015shares | |
Number of warrants to purchase shares of common stock | 66,750 |
Number of warrants exercised for cashless | 657,560 |
Number of common stock shares issued for exchange of warrants | 427,316 |
Number of warrant exercised for cash | 10,000 |
Number of issued share of common stock during period | 10,000 |
Outstanding Warrants - Summary
Outstanding Warrants - Summary of Outstanding Warrants (Details) - Warrant [Member] | 6 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Short-Term Notes Payable [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants | shares | 2,190,509 |
Average remaining term in years | 2 years 8 months 23 days |
Aggregate intrinsic value at date of grant | $ | $ 64,583 |
Convertible Notes Payable [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants | shares | 1,680,000 |
Exercise price per share | $ 0.25 |
Average remaining term in years | 11 months 9 days |
Aggregate intrinsic value at date of grant | $ | |
Minimum [Member] | Short-Term Notes Payable [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share | $ 0.45 |
Maximum [Member] | Short-Term Notes Payable [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share | $ .485 |
Private Placement [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants | shares | 22,033,332 |
Average remaining term in years | 1 year 7 months 24 days |
Aggregate intrinsic value at date of grant | $ | $ 1,590,567 |
Private Placement [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share | $ 0.25 |
Private Placement [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share | $ 1.50 |
Interest Expense (Details Narra
Interest Expense (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Interest Expense | ||||
Interest expense | $ 19,362 | $ 16,611 | $ 37,387 | $ 33,041 |
Interest expense includes non-cash amortization of the debt discount | $ 43,145 | $ 110,155 | $ 172,862 | $ 204,715 |
Business Segments (Details Narr
Business Segments (Details Narrative) - Segment | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting [Abstract] | ||
Number of business segment | 1 | 1 |