| Common Stock and Warrants | NOTE 13 – COMMON STOCK AND WARRANTS During the fiscal year ended March 31, 2020,
the Company had several equity transactions as follows: Common Stock On November 22 nd During fiscal year ended March 31,
2020 and to date, the Company issued an aggregate of 3,044,657 shares of unregistered common stock which included the following: i) 348,000 shares to John Lai (CEO,
President & Director) pursuant to a Settlement Agreement whereby Mr. Lai agreed to release the Company of all claims through
the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $116,000 and hold
the shares for a period of at least 3 years; ii) 575,806 shares to Randall Meyer
(Director) pursuant to a Settlement Agreement whereby Mr. Meyer agreed to release the Company of all claims through the date of
the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $191,936 and hold the shares for
a period of at least 3 years; iii) 204,000 shares to John Dolan
(Secretary & Director) pursuant to a Settlement Agreement whereby Mr. Dolan agreed to release the Company of all claims through
the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $68,000 and hold the
shares for a period of at least 3 years; and iv) 168,060 shares to a former employee
pursuant to a Settlement Agreement dated August 29, 2019, whereby this individual agreed to release the Company of all claims,
including compensation earned in the amount of $80,029; and v) 108,000 shares to a service provider
for $120,000 worth of services provided during the one-year period ended July 13, 2019 and valued at $1.11/share over that period
on a pro-rata basis; and vi) 360,000 shares to one shareholder
that the Company sold in exchange for $100,000, which equates to a price per share of $.28/share; and vii) 270,000 shares to one service
provider valued at $102,000 whereby this service provider agreed to provide video production, investor relations, and promotional
services in exchange for 270,000 shares of common stock. The scope of services includes but is not limited to coordinating the
airing of 96 commercials nationally on Bloomberg T.V. network and producing 12, monthly, 10-minute interviews; and viii) 486,000 shares to various accredited
investors in exchange for $135,000 in cash, which equates to a price per share of $.28/share; and ix) 90,000 shares to service providers
for $55,000 of investor relations and marketing services performed by Barry Kaplan Associates during the six-month period ending
in April 2020; and x) 160,000 units in exchange for
$104,000, which equates to $.65/unit, whereby a unit is made up of one share of common stock and ½ warrant share wherein the
common stock was recorded at its relative fair value of $69,391 and the warrants are described below in this Form 10-K’s
Note 13’s “Warrants” subsection; and xi) 150,000 shares of common stock
to a service provider, Launchpad IR, at $.42/share for total consideration of $70,500, for investor relations services. xii) 63,141 shares of common stock
to a former Director of the Company pursuant to a cashless conversion feature within the former Director’s warrant for 168,750
shares, equating to a conversion rate of .37:1.00; and xiii) 61,396 shares of common stock
to a John Lai, the CEO of the Company, pursuant to a cashless conversion feature within his warrant for 168,750 shares, equating
to a conversion rate of .36:1.00. The transactions outlined directly above and
enumerated i) through iii) yielded a reduction of $375,936 in Accrued Expenses – Related Party that was owed and payable
to them arising from services they provided in the past. The settlement of $80,029 explained in number iv above for a former employee’s
accrued salary was accounted for as a reduction of Accounts Payable and Accrued Expenses. A loss on extinguishment of debt was
recorded in the amount of $81,738 related to the transactions numbered i) through iv). On October 31, 2019, the Company’s Board
of Directors also approved a compensation plan for John Lai that included his retention of 600,000 escrowed shares. After the balance sheet date of March 31, 2020,
the Company sold and agreed to issue 80,000 units in exchange for $52,000, which equates to $.65/unit, whereby a unit is made up
of one share of common stock and ½ warrant share wherein the common stock was recorded at its relative fair value of $34,709
and the 40,000 warrants are valued at $17,291 and are exercisable for 3 years from the date of the grant at $1.00/share. The $52,000
was recorded as a receivable at March 31, 2020 pursuant to ASC 310-10-S99-2, which permits the Company to record such a note as
an asset if the note is collected prior to issuance of the financial statements; as outlined in Note 17, we received the funds
pursuant to this sale prior to the issuance of this Annual Report on Form 10-K. Warrants During the year ended March 31, 2020, the Company
granted 360,000 warrants to management team members that vest upon achieving certain performance conditions (milestones). These
360,000 warrants were valued using the Black Scholes valuation model at $199,982. On a quarterly basis, the Company evaluates the
probability of these certain milestones being reached and recognizes expense relating to these warrants based on that probability
and other criteria. As of March 31, 2020, these milestones were not met and were not probable to occur and as a result the Company
recognized $-0- in expense related to these 360,000 warrants that may or may not vest pursuant to their respective milestones. During the year ended March 31, 2020, the Company
granted warrants to purchase a total of 1,905,700 shares of common stock valued using the Black-Scholes model including: i) warrants for 270,000 shares, valued
at $119,954, to three new Directors, Messrs. Scott Johnson, Gregory Cash, and James Martin, with 135,000 vested immediately and
135,000 vesting quarterly between August 2020 and May 2021, and exercisable over a five-year term at $.33/share; and ii) warrants for 220,500 shares,
valued at $122,489, to John Dolan, whereby 40,500 were granted as a bonus and were vested immediately on the October 31, 2019 grant
date, 90,000 that vest upon a performance-based milestone, and 90,000 that vest quarterly over three years starting on October
1, 2019; and whereby all of these warrants are exercisable for a five-year term at $.56/share; and iii) warrants for 540,000 shares,
valued at $299,973, to John Lai, whereby 180,000 vest upon performance-based milestones and 360,000 vest quarterly over three years
starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $.56/share; and iv) warrants for 450,000 shares,
valued at $249,997, to John Carruth, whereby 90,000 vest upon performance-based milestones and 360,000 vest quarterly over three
years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $.56/share; and v) warrants for 41,250 shares, valued
at $22,915, to David Deming, whereby they vest monthly during the eleven-month period ending August 31, 2020, have a strike price
of $.49 and a five-year term; and vi) warrants for 79,397 shares, valued
at $38,744, to John Lai, whereby they vested on December 31, 2019, have a strike price of $.50 and a five-year term; and vii) warrants for 15,880 shares,
valued at $7,749, to John Dolan, whereby they vested on December 31, 2019, have a strike price of $.50 and a five-year term; and viii) warrants for 80,000 shares,
issued as a detachable warrant in purchased units with a relative fair value of $34,609, whereby an accredited investor purchased
160,000 units for $104,000 at a rate of $.65/unit and a unit equates to one share of common stock and one-half warrant, and furthermore
where the warrants are exercisable for a term of 3 years, have a strike price of $1.00/share and are vested immediately; and ix) warrants to several directors
for service to the Company, issued and vested on December 31, 2019, with a strike price of $.49/share, and exercisable for a five-year
term as follows:
a) To Gregory Cash, 7,059 warrants, valued at $3,445; and
b) To Robert Rudelius, 5,735 warrants, valued at $2,799; and
c) To Scott Johnson, 4,852 warrants, valued at $2,368; and
d) To Randall Meyer, 4,852 warrants, valued at $2,368; and
e) To David Deming, 4,412 warrants, valued at $2,153; and
f) To James Martin, 4,412 warrants, valued at $2,153; and
g) To Joseph Jasper, 3,528 warrants, valued at $1,722; and
h) To David Masters, 2,647 warrants, valued at $1,292. x) warrants for 98,093 shares, valued
at $11,967, to John Lai, whereby they vested on March 31, 2020, have a strike price of $.32 and a five-year term; and xi) warrants for 35,314 shares, valued
at $4,308, to John Dolan, whereby they vested on March 31, 2020, have a strike price of $.32 and a five-year term; and xii) warrants to several directors
for service to the Company, issued and vested on March 31, 2020, with a strike price of $.32/share, and exercisable for a five-year
term as follows:
a) To Gregory Cash, 6,867 warrants, valued at $838; and
b) To Robert Rudelius, 6,376 warrants, valued at $778; and
c) To Scott Johnson, 4,415 warrants, valued at $539; and
d) To Randall Meyer, 4,415 warrants, valued at $539; and
e) To David Deming, 4,905 warrants, valued at $598; and
f) To James Martin, 4,905 warrants, valued at $598; and
g) To Joseph Jasper, 3,924 warrants, valued at $479; and
h) To David Masters, 1,962 warrants, valued at $239. During the year ended March 31, 2020, the Company
cancelled warrants to purchase a total of 396,000 shares of common stock including: i) warrants for 270,000 shares, valued
at $300,770 using the Black-Scholes model, $117,144 in expense of which had yet to be taken at the time of cancellation were cancelled
pursuant to the terms of such warrants dictating cancellation upon the two-month anniversary of a cease of service; and ii) warrants for 54,000 shares that
were never originally valued, were to be vested upon billing from service providers, and were cancelled because those services
were never received; and iii) warrants for 36,000 shares,
valued at $68,000 using the Black-Scholes model, $17,000 in expense of which had yet to be taken at the time of cancellation were
cancelled pursuant to the holder’s service agreement’s term lapsing and requisite clauses contained therein; and iv) warrants for 36,000 shares, valued
at $68,000 using the Black-Scholes model, $-0- in expense of which had yet to be taken at the time of cancellation were cancelled
pursuant to the holder’s service agreement’s term lapsing and requisite clauses contained therein. During the year ended March 31, 2020, the Company
had warrants to purchase a total of 90,000 shares of common stock expire including: i) warrants for 90,000 shares, valued
at $49,996 using the Black-Scholes model, $49,996 in expense of which had yet to be taken at the time of expiration, held by John
Lai, but had not vested pursuant to the performance milestones included in the same. During the year ended March 31, 2020, the Company
had warrants to purchase a total of 337,500 shares of common stock converted on a cashless basis including: i) warrants for 168,750 shares, valued
at $56,223 using the Black-Scholes model, $-0- in expense of which had yet to be taken at the time of conversion, held and converted
by John Lai into 61,396 shares of common stock at a conversion rate of .36:1.00; and ii) warrants for 168,750 shares,
valued at $102,807 using the Black-Scholes model, $-0- in expense of which had yet to be taken at the time of conversion were converted
into 63,141 shares of common stock at a conversion rate of .37:1.00 by a former director of the Company. During the fiscal year ended March 31, 2019
the Company had several equity transactions as follows: Common Stock Issued The Company issued a total of 904,759 shares
of common stock (adjusted for the stock split that occurred during fiscal year 2020) during the fiscal year ended March 31, 2019
pursuant to agreements entered into in previous years as follows:
i) 382,759 shares pursuant to conversions of $181,966 in debt; $66,230 was converted into 85,153 shares at $.78 per share and $115,736 was converted into 297,606 shares at $.39 per share;
ii) 279,000 shares pursuant to subscription agreements for $310,000 in cash;
iii) 54,000 shares pursuant to a warrant exercise agreement for $60,000 in cash;
iv) 9,000 shares valued at $1.67 per share to a service provider for management consulting services rendered in the amount of $15,000;
v) 180,000 shares valued based on the stock price on the date of the issuance on June 7, 2017 at $.23 per share for total consideration of $42,000 to the Company’s former CEO, Wesley Hayne, for serving in that capacity. Common Stock Returned During the fiscal year ended March 31, 2019,
upon the departure of the former CEO Wesley Hayne, 540,000 shares held in escrow were returned to John Lai and a reduction of expense
and corresponding reduction of additional paid in capital was recorded in the amount of ($177,600), which was based on the $.33
share price at the time of original valuation. Common Stock Sold During the fiscal year ended March 31, 2019,
the Company
i) issued 299,507 shares of common stock to several accredited investors in consideration of $166,393 in cash pursuant to warrant exercises;
ii) issued 700,415 shares of common stock to several accredited investors in consideration of $233,472 in cash pursuant to discounted warrant exercise agreements whereby the company offered all warrant holders the option to exercise their warrants at $.33 per share and they would receive 1 share for every 3 shares received pursuant to the discounted warrant exercise agreement from John Lai, the President of the Company. Stock-Based Compensation Granted During the fiscal year ended March 31, 2019,
the Company issued 24,384 shares of common stock to two service providers as follows:
i) 1,884 shares of common stock valued at $2,700 for website services;
ii) 22,500 shares of common stock valued at $24,750 for marketing services. Also, stock-based compensation expense was
recognized pursuant to several warrants’ vesting periods in the amount of $1,449,348 as follows:
i) $99,882 in expense pursuant to vesting of warrants granted to service providers;
ii) $258,031 in expense pursuant to vesting of warrants granted to advisors;
iii) $780,181 in expense pursuant to vesting of warrants granted to directors;
iv) $161,750 in expense pursuant to vesting of warrants granted to employees;
v) $149,505 in expense pursuant to vesting of warrants granted to officers. There were also several warrants granted in
conjunction with bridge notes that were entered into during the fiscal year ended March 31, 2019 that led to recognition of $14,181
in stock-based compensation expense. Also, warrants granted in conjunction with these bridge notes led to the setup and subsequent
amortization of a debt discount to interest expense in the amount of $65,557 with the offset recorded in additional paid in capital. Finally, pursuant to a manufacturing and production
agreement with CytoMedical Design Group (“CMDG”) the Company had granted but not issued CMDG 77,700 shares of common
stock valued at $86,333 which had been recorded to general and administrative expense with an offset to stock to be issued during
the fiscal year ended March 31, 2019. Stock Granted for Debt Conversion During the fiscal year ended March 31, 2019,
the Company issued 85,916 shares of common stock to a third party to convert their accounts payable in the amount of $95,462. We
also issued 678,006 shares of common stock pursuant to conversions of bridge notes with principal and accrued interest in the total
amount of $226,002; some of these conversions took place on a date when the stock price was publicly-quoted at a price higher than
that of the conversion price, which led to expense recognized due to these beneficial conversion features with an offset to additional
paid in capital in the amount of $66,248. Common Stock Issued to Replace Shares to
Officer During the fiscal year ended March 31, 2019,
the Company issued 723,047 shares of common stock valued at $1,446,093 to John Lai, the Company’s President, to replace shares
he had previously given up as follows:
i) 292,251 shares of common stock valued at $584,501; these shares were issued to replace 292,251 shares given to a third party by John Lai in order to secure funding in 2015; this transaction is included in Common stock issued to replace shares to officer on the statement of equity;
ii) 430,796 shares of common stock valued at $861,592; these shares were issued to virtually restore 450,000 shares of common stock John lost to escrow pursuant to its terms. Common Stock Issued by Officer During the fiscal year ended March 31, 2019,
the Company recognized $77,354 in stock-based compensation expense with an offset to additional paid in capital pursuant to stock
transfer agreements whereby John Lai transferred 1 share for every 3 shares warrant holders received pursuant to their discounted
warrant exercises entered into in December of 2018 during our discounted warrant exercise offering; this is explained more in the
below section titled Warrant Grants. Warrant Grants During the fiscal year ended March 31, 2019,
the Company granted warrants to purchase a total of 1,782,478 shares of common stock including: i) warrants for 72,000 shares to
two advisory board members for service, vested semi-annually over two years, and exercisable over a five-year term at $1.11/share
and valued at $70,434; ii) warrants for 207,000 shares to
John Carruth, the Company’s Acting CFO at the time, in consideration of his employment, vested quarterly over two years,
with a strike price of $.33 per share and exercisable over a five-year term and valued at $69,072; iii) warrants for 27,000 shares to
a lawyer for general legal counsel, fully-vested and exercisable over a five-year term at $1.11/share valued at $52,818; iv) warrants for 54,000 shares to
various information technology service providers for IT services, vested as billed, exercisable over a five-year term, which are
valued as earned and have not yet been earned; v) warrants for 270,000 shares to
three new Directors in consideration of their service, vested quarterly over two years, and exercisable over a five-year term at
$1.11/share and valued at $259,920; vi) warrants for 128,250 shares to
several note holders pursuant to their bridge note agreements, vested immediately, and exercisable over a three-year term at $1.11/share
and valued at $85,218; vii) warrants for 101,728 shares
to several note holders pursuant to their conversion of notes into equity, vested immediately, exercisable through December 31,
2018 at $.33/share and valued at $11,170; viii) warrants for 922,501 shares
to several board members, valued at $561,910, vested immediately, for a term of ten years with a strike price of $.30/share and
a one-time protection against a reverse split whereby the strike price will not be adjusted upon combination of outstanding shares
of stock, as follows:
i) Sheryll Grisewood 168,750
ii) David Merrill 168,750
iii) John Dolan 168,750
iv) David Deming 84,375
v) Peter Vezmar 84,375
vi) Joseph Jasper 84,375
vii) Robert Rudelius 78,750
viii) David Masters 42,188
ix) Randall Meyer 42,188 Also, during the year ended March 31, 2019,
the Company reduced the strike price of 528,750 warrants for members of the board of directors to $.33 per share. They also reduced
the strike price of 72,000 warrants to $.33 per share issued to John Carruth, the Acting CFO at the time. Pursuant to ASC 718-20-35-3
the Company did not realize any additional expense associated with these reductions in strike price, as the change in fair value
of these instruments was not in excess of the original instrument. During the fiscal year ended March 31, 2019,
the Company cancelled previous grants of warrants to purchase 90,000 shares of common stock including: i) warrants for 54,000 shares from
a service provider due to the termination of a contract pursuant to its terms that were valued at $102,000; ii) warrants for 36,000 shares from
a former advisory board member due to the termination of a contract that were valued at $68,000. During December 2018 the Company offered its
warrant-holders the option to exercise their warrants at a discounted rate of $.33 per share if exercised within 15 days of the
offer date. Pursuant to this discounted warrant exercise agreement (“DWEA”), warrant-holders were entitled to 1 share
issued by way of stock transfer from a founder of the Company for every 3 shares received pursuant to the DWEA. Several warrant-holders
entered into such agreements whereby they received 610,369 shares of newly-issued common stock and 203,456 shares of common stock
from John Lai, a founder of the Company, in exchange for $203,456 in cash. During December 2018, the Company offered its
note-holders the option to convert their notes and receive 1 warrant for every $2.00 in outstanding balance of principal and interest
converted. There were 101,729 of these warrants issued; 11,680 expired on December 31, 2018 and the remaining 90,049 were exercised
in exchange for $30,016 in cash. Pursuant to these exercised warrants, each warrant-holder received 1 share of common stock from
a founder, John Lai; the total number of shares transferred by John Lai to these warrant-holders was 30,016 shares, which were
valued at $11,759. A summary of warrant activity for fiscal years
ending March 31, 2019 and 2020 is as follows:
Number of Warrants Weighted- Warrants Exercisable Weighted-
Outstanding, March 31, 2018 3,138,046 .66 2,190,241 .63
Granted 1,782,478 .46
Exercised (999,925 ) .40
Expired (11,680 ) .33
Cancelled (90,000 ) 1.11
Outstanding, March 31, 2019 3,818,919 .55 3,035,035 .54
Granted 1,905,700 .52
Cashless Conversions (337,500 ) .32
Expired (90,000 ) .56
Cancelled (396,000 ) .58
Outstanding, March 31, 2020 4,901,119 .55 4,072,369 .53 At March 31, 2020, the range of warrant prices
for shares under warrants and the weighted-average remaining contractual life is as follows:
Warrants Outstanding Warrants Exercisable
Range of Warrant Number of Warrants Weighted-
Weighted- (Years) Number of Warrants Weighted-
.30-.50 2,299,701 .38 5.48 2,434,701 .33
.51-1.00 2,105,739 .57 2.92 1,141,989 .59
1.01-3.50 495,679 1.42 2.36 495,679 1.42
Total 4,901,119 .53 4.06 4,072,369 .53 The Company granted warrants during the fiscal
years ended March 31, 2020 and 2019 based on the following ranges:
Fiscal Year Ended March 31,
2020 2019
Stock price on valuation date $ .12 - $.56 $ .27 - $2.00
Exercise price $ .32 - $.56 $ .33 - $1.67
Term (years) .003 - 10 .003 - 10
Weighted-average volatility* 348 % 238 %
Risk-free rate 1.5% - 2.4 % 1.7% - 2.4 % *Weighted-average volatility disclosed as opposed
to a range The fair value of each warrant award is estimated
on the date of grant using a Black-Scholes valuation model that uses the assumptions noted in the table above. Because the Black-Scholes
valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed in the table above. Implied volatilities
are based on historical volatility of the Company’s stock. No reserve is taken for warrants granted that we estimate will
not vest as there is not enough historical data to come to a reasonable estimation of the same. The risk-free rate for periods
within the contractual lives of the warrants is based on the 13-week U.S. Treasury bill rates in effect at the time of grants. For the years ended March 31, 2020 and 2019,
the total stock-based compensation on all instruments was $962,678 and $1,642,869, respectively. It is expected that
the Company will recognize expense after March 31, 2020 related to warrants issued, outstanding, and valued using the Black Scholes
pricing model as of March 31, 2020 in the amount of approximately $500,000. Additionally, the Company has approximately $150,000
of expense to recognize for warrants with potential future milestones. |
