Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-55023 | |
Entity Registrant Name | Vilacto Bio Inc. | |
Entity Central Index Key | 0001576724 | |
Entity Incorporation, State or Country Code | NV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Common Stock, Shares Outstanding | 2,137,022,424 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 120,731 | $ 257,218 |
Accounts receivable | 23 | |
Inventory | 121,415 | 119,045 |
Prepaid expenses | 3,792 | |
Total current assets | 245,938 | 376,286 |
Fixed assets, net | 10,695 | 11,302 |
Intangible assets, net | 145,685 | 150,080 |
Total assets | 402,318 | 537,668 |
Current liabilities | ||
Accounts payable and accrued liabilities | 49,065 | 76,023 |
Due to related parties | 233,229 | 176,026 |
Convertible loans | 76,303 | 274,688 |
Derivative liabilities | 348,484 | 1,227,041 |
Loans | 174,000 | 174,000 |
Loans from related parties | 2,032,608 | 2,032,608 |
Total current liabilities | 2,913,689 | 3,960,386 |
Total liabilities | 2,913,689 | 3,960,386 |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 3,000,000 and 0 shares issued and outstanding as of June 30, 2019 and March 31, 2018, respectively | 3,000 | 3,000 |
Common stock; $0.001 par value; 4,000,000,000 shares authorized; 1,914,431,324 and 90,000,000 shares issued and outstanding as of June 30, 2019 and March 31, 2018, respectively | $ 1,914,429 | $ 597,065 |
Stock payable | 7,642 | 15,029 |
Additional paid-in capital | $ 4,032,328 | $ 3,820,233 |
Accumulated earnings (deficit) | (8,468,770) | (7,858,045) |
Total stockholders' equity (deficit) | (2,511,371) | (3,422,718) |
Total liabilities and stockholders' equity (deficit) | $ 402,318 | $ 537,668 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Stockholders' equity | ||
Common stock, par value | $ 0.001 | |
Common stock shares, authorized | 4,000,000,000 | |
Common stock shares, issued | 1,914,431,324 | |
Common stock shares, outstanding | 1,914,431,324 | 90,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares, authorized | 10,000,000 | |
Preferred stock shares, issued | 3,000,000 | |
Preferred stock shares, outstanding | 3,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 5,167 | $ 430 |
Cost of revenues | 4,237 | 230 |
Gross profit | 930 | 200 |
Operating expenses | ||
Royalty expense | 30,000 | |
Professional fees | 7,198 | 20,895 |
General and administrative expenses | 140,581 | 66,586 |
Depreciation and amortization expense | 5,002 | 199 |
Total operating expenses | 152,781 | 117,680 |
Loss from operations | (151,851) | (117,480) |
Other income (expense) | ||
Gain (loss) on derivative liabilities | (184,834) | 268,814 |
Interest expense | (274,040) | (98,821) |
Total other income (expense) | 458,874 | 169,993 |
Net income (loss) | $ (610,725) | $ 52,513 |
Basic income (loss) per common share | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 783,415,437 | 90,000,000 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Stock Payable | Accumulated Deficit | Total |
Beginning Balance, Shares at Mar. 31, 2018 | 90,000,000 | |||||
Beginning Balance, Amount at Mar. 31, 2018 | $ 90,000 | $ (22,000) | $ (1,003,914) | $ (935,914) | ||
Shares issued upon conversion of debts, shares | ||||||
Shares issued upon conversion of debts, amount | ||||||
Net income (loss) for the period | $ 52,513 | $ 52,513 | ||||
Ending Balance, Amount at Jun. 30, 2018 | $ 90,000,000 | |||||
Ending Balance, Shares at Jun. 30, 2018 | 90,000 | (22,000) | (951,401) | 883,401 | ||
Beginning Balance, Shares at Mar. 31, 2019 | 3,000,000 | 597,064,715 | ||||
Beginning Balance, Amount at Mar. 31, 2019 | $ 3,000 | $ 597,065 | $ 3,820,233 | $ 15,029 | $ (7,858,045) | $ (3,422,718) |
Shares issued upon conversion of debts, shares | 1,317,366,609 | |||||
Shares issued upon conversion of debts, amount | $ 1,317,364 | 212,095 | (7,387) | 1,522,072 | ||
Net income (loss) for the period | $ (610,725) | (610,725) | ||||
Ending Balance, Amount at Jun. 30, 2019 | $ 3,000,000 | $ 1,914,431,324 | $ (2,511,371) | |||
Ending Balance, Shares at Jun. 30, 2019 | 3,000 | 1,914,429 | 4,032,328 | 7,642 | (8,468,770) | 2,511,371 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (610,725) | $ 52,513 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 5,002 | 199 |
Loss on derivative liability | 184,834 | (268,814) |
Amortization of debt discount | 207,731 | 87,081 |
Changes in assets and liabilities | ||
(Increase) decrease in accounts receivable | 23 | (8) |
(Increase) decrease in prepaid expense | (3,792) | 16,206 |
(Increase) decrease in inventory | (2,370) | 196 |
Increase (decrease) in accounts payable | 66,310 | 10,692 |
Net cash from operating activities | (152,987) | (101,935) |
Cash Flows from investing | ||
Purchase of intangible assets | 5,000 | |
Net cash used in investing activities | (5,000) | |
Cash Flows from Financing Activities | ||
Advance from related parties | 16,500 | 6,907 |
Net cash from financing activities | 16,500 | 6,907 |
Net increase (decrease) in Cash | (136,487) | (100,028) |
Beginning cash balance | 257,218 | 148,767 |
Ending cash balance | 120,731 | 48,739 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for tax |
Organization and Line Business
Organization and Line Business | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND LINE BUSINESS | 1. ORGANIZATION AND LINE BUSINESS The Company was originally incorporated under the laws of the state of Nevada on February 25, 2013. The Company is devoting substantially all of its present efforts to establish a new business and has had minimal revenues from operations to date. On April 4, 2017, the Company entered into a license agreement (the “License Agreement”) with Pharma GP APS, a Company controlled by our CEO. (“Pharma GP”) and acquired an exclusive license to sell certain cosmetic products or ingredients covered by United States Patent No. US 8,637,075 in the territory of the United States. As a result of the License Agreement, the Company is currently marketing a line of skin care products on its website at www.vilacto.com. These products include, lotions, skin care creams and gels, lip balms, foot creams and oils, and similar items. On November 8, 2018, we entered into an Asset Purchase Agreement with 9 Heroes APS, a Denmark corporation that is controlled by our CEO, Gert Andersen, to purchase certain patents applications and intellectual property. We formed a new wholly owned subsidiary, Vilacto BioIP, LLC, to hold the assets acquired in the Asset Purchase Agreement. (See Note 6 for additional details) The patent applications and intellectual property include the following: United States Patent Application # 8,637,075 entitled “Colostrum Composition”; European Patent Application # EP2341916 entitled “Colostrum Composition”; Hong Kong Patent Application # HK1159997 entitled “Colostrum Composition”; and Canada Patent Application # 2,773,277 entitled “Colostrum Composition.” We plan to use the assets acquired to expand the reach of our opportunities in doing business internationally. By acquiring these patent applications, we are better presented as a company with international IP solutions, which we believe will make us more attractive as an international biotech/pharma company and developer. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Jun. 30, 2019 | |
BASIS OF PRESENTATION AND GOING CONCERN | 2. BASIS OF PRESENTATION AND GOING CONCERN The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period presented have been reflected herein. Going concern |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | This summary of significant accounting policies of Vilacto Bio Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. 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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur. We generally do not provide for anticipated losses on point in time transactions prior to transferring control of the equipment to the customer. For the three months ended June 30, 2019 and 2018 the Company reported revenues of $5,167 and $430 respectively. Accounts Receivable Cash and cash equivalents Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of June 30, 2019, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Stock-based compensation Compensation-Stock Compensation, Non-Employee Stock Based Compensation Earnings (loss) per share Earnings Per Share, Long-lived Assets Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms in agreements are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815 to be accounted for and separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating results. Inventory Income taxes Income Taxes Segment Reporting Recently Issued Accounting Pronouncements We adopted ASC 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on April 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASC 840. We elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining our current accounting policy for existing or expired land easements. In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning April 1, 2019. Management evaluated ASU 2018-07 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. |
Inventory
Inventory | 3 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | Inventory consist of the following as of June 30, 2019 and March 31, 2019: June 30, 2019 March 31, 2019 Raw materials $ 6,607 $ — Finished Goods 114,808 119,045 Total $ 121,415 $ 119,045 |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | Prepaid expenses consist of the following as of June 30, 2019 and March 31, 2019: June 30, 2019 March 31, 2019 Prepaid Marketing $ 3,792 $ — Total prepaid expenses $ 3,792 $ — |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Patents and trademarks and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives. Intangible assets consist of the following as of June 30, 2019 and March 31, 2019: June 3, 2019 March 31, 2019 Patents and trademarks 135,850 135,850 Website 21,394 21,394 Less: accumulated amortization (11,559 ) (7,164) Intangible assets, net of accumulated amortization 145,685 150,080 Amortization expense for the three months ended June 30, 2019 and 2018 was $4,395 and $199, respectively. On November 8, 2018, we entered into an Asset Purchase Agreement with 9 Heroes APS, a Denmark corporation that is controlled by our CEO, Gert Andersen, to purchase certain patents applications and intellectual property. We formed a new wholly owned subsidiary, Vilacto BioIP, LLC, to hold the assets acquired in the Asset Purchase Agreement. The patent applications and intellectual property include the following: United States Patent Application # 8,637,075 entitled “Colostrum Composition”; European Patent Application # EP2341916 entitled “Colostrum Composition”; Hong Kong Patent Application # HK1159997 entitled “Colostrum Composition”; and Canada Patent Application # 2,773,277 entitled “Colostrum Composition.” These patent applications are describing the particle, development and use, of a nanoparticle composition comprised of (1) colostrum and (2) at least one agent selected from a group of hydrocolloids , In consideration for the assets, we agreed to pay 9 Heroes APS the purchase price of $3,360,000 USD, payable in an 8% secured promissory note (the “Note”) with a face amount of $2,000,000 and the balance in our common stock, consisting of 8,500,000 shares of our common stock. We closed the transaction on November 8, 2018. In accordance with US GAAP the Company recorded the assets on the books of the Company at costs basis due to fact that our CEO commonly controlled both entities involved in the transaction. The difference between the historical costs basis of the assets and the fair value of the consideration paid has been recorded as a loss on assets acquired from related parties of $3,242,070. The Note matures in five years from execution. Interest is due and payable on a semiannual basis with the first payment due on January 1, 2019 and future payments due every six-months afterwards until maturity. At the sole option of the note holder interest may be converted into the Company’s common stock. The conversion price shall be equal to the average of the closing market prices for the Company’s common stock on the OTCQB during the five (5) trading days immediately preceding the due date for such payment. The note is secured by the current and future assets of the Company. We plan to use the assets acquired to expand the reach of our opportunities in doing business internationally. We currently only have a license from Pharma GP to reach customers in the United States. By acquiring these patent applications, we are better presented as a company with international IP solutions, which we believe will make us more attractive as an international biotech/pharma company and developer. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable at consists of the following: June 30, March 31, 2019 2019 Auctus Fund, LLC On February 26, 2018, we entered into a Securities Purchase Agreement (the “Auctus SPA”), under which we agreed to sell a 12% convertible promissory note in an aggregate principal amount of $167,750 (the “Auctus Note”) to Auctus Fund, LLC (“Auctus”). The Auctus Note bears interest at a rate of 12% per annum and matured on November 26, 2018. The net proceeds of the sale of the Auctus Note, after deducting the expenses payable, were $150,000. At any time after the issue date of the Auctus Note, Auctus has the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Auctus Note into shares of our common stock at the Conversion Price. The “Conversion Price” is the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Auctus Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. The Conversion Price is subject to further reduction upon certain events specified in the Auctus Note. We have the right to prepay the Auctus Note at any time until the 180th calendar day after the issue date of the Auctus Note, in an amount equal to 150% (or 135% if we prepay the Auctus Note on or before the date that is 90 days after the issue date of the Auctus Note) of the outstanding balance of the Auctus Note (including principal and accrued and unpaid interest). We may not prepay the Auctus Note after the 180th calendar day after the issue date of the Auctus Note. We will be subject to a liquidated damages charge of 25% of the outstanding principal amount of the Auctus Note if we effect certain exchange transactions in accordance with, based upon or related or pursuant to Section 3(a)(10) of the Securities Act. In addition, the Auctus Note grants Auctus the right to update the terms of the Auctus SPA and the Auctus Note to incorporate the terms of any future transaction document related to a security issuance by us to a third party that are more favorable to the third party than the terms of the Auctus SPA and the Auctus Note. Any amounts due and payable to Auctus under the terms of the Auctus Note, including any payment on an event of default, default interest, or agreed upon liquidated damages may, at the Auctus's option, be converted into shares of our common stock at the Conversion Price. Pursuant to a Registration Rights Agreement, we are required to register 30,000,000 shares into which the Auctus Note may be converted. As of June 30, 2019 the note holder had converted $167,750 in Principal and $54,741 in interest and fees into 608,658,450 shares of the Company’s common stock. (See note 9 for additional details.) During the three months ended June 30, 2019 and 2018 the Company recorded interest of $19,659 and $5,019, respectively. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $0 and $55,197 during the three months ended June 30, 2019 and 2018 respectively. $ — 167,750 Unamortized debt discount — — Total, net of unamortized discount — 154,005 EMA Financial, LLC On February 23, 2018 we entered into a Securities Purchase Agreement (“EMA SPA”) with EMA Financial, LLC, a Delaware limited liability company (“EMA”), pursuant to which we issued and sold to EMA a convertible promissory note, dated February 23, 2018 in the principal amount of $125,000 (the “EMA Note”). In connection with the foregoing, we also entered into a Registration Rights Agreement with the Purchaser dated February 23, 2018 (the “Registration Rights Agreement”). The EMA Note, as amended, was due February 23, 2019 and bears interest at the rate of 12% per annum. All principal and accrued interest on the EMA Note is convertible into shares of our common stock at the election of EMA at any time at a conversion price equal to the lesser of (i) the trading price for our common stock on the trading day prior to the closing date of the EMA Note, or (ii) a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have no right to prepay the EMA Note more than 180 days after the closing date. The EMA Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. As a result of claimed defaults, the promissory notes discount conversion rate was increased to a 80% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion On July 6, 2018, the Company executed an amendment to the promissory note to cure certain events of default in which it agreed to increase the principal balance of the note by $37,500 and pay $25,000 in principal to the lender within 5 days of execution of the amendment. The company treated the amendment as a debt modification under ASC 470 and recorded a corresponding loss on debt modification of $37,500. During the year ended March 31, 2019 the Company incurred additional penalties of approximately $120,533 which were added to the principal total owed under the promissory note. As of June 30, 2019, the note holder had converted $223,033 in Principal and $37,509 in interest and fees into 488,726,857 shares of the Company’s common stock. (See note 9 for additional details.) During the three months ended June 30, 2019 and 2018 the Company recorded interest of $5,584 and $3,740, respectively. In July 2018, the Company made a cash payment of principal and interest of $60,000 on the then outstanding balance. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $0 and $31,164 during the three months ended June 30, 2019 and 2018 respectively. — 76,717 Unamortized debt discount — — Total, net of unamortized discount — 76,717 GS Capital Partners, LLC Convertible Note On July 11, 2018 we entered into a Convertible note with GS Capital Bays, LLC (“GS”) pursuant to which we issued a convertible promissory note, dated July 11, 2018 in the principal amount of $110,000 (the “GS Note”). The GS Note is due July 11, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the GS Note is convertible into shares of our common stock at the election of GS at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the GS Note within 60 days of the closing date at a premium of 125% of all amounts owed to GS and at a premium of 135% if prepaid more than 60 but less than 120 days following the closing date, at a premium of 145% if prepaid more than 120 but less than 180 days following the closing date. We have no right to prepay the GS Note more than 180 days after the closing date. The GS Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $1,292. As of June 30, 2019, the note holder had converted $110,000 in Principal and $7,025 in interest and fees into 95,049,338 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $18,000 during the three months ended June 30, 2019. — 18,000 Unamortized debt discount — (18,000) Total, net of unamortized discount — — Adar Bays, LLC July 23, 2018 Secured Convertible Note On July 23, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 23, 2018, in the principal amount of $50,000 (the “Adar Note”). The Adar Note is due July 23, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the Adar Note is convertible into shares of our common stock at the election of Adar at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the Adar Note within 90 days of the closing date at a premium of 135% of all amounts owed to Adar and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the Adar Note more than 180 days after the closing date. The Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $260. As of June 30, 2019, the note holder had converted $50,000 in Principal and $3.698.06 in interest and fees into 82,612,401 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $15,616 during the three months ended June 30, 2019. — 50,000 Unamortized debt discount — (15,616) Total, net of unamortized discount — 22,055 Power UP Lending Group Convertible Note – October 15, 2018 On October 15, 2018 we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note, dated October 15, 2018 in the principal amount of $128,000 (the “Power UP Note”). The Power UP Note is due October 15, 2019 and bears interest at the rate of 8% per annum. All principal and accrued interest on the Power UP Note is convertible into shares of our common stock 180 days following October 15, 2018 at a conversion price equal to a 37% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion. We have the right to prepay the Power UP Note within 30 days of the closing date at a premium of 112% of all amounts owed to Power UP and at a premium of 117% if prepaid more than 31 but less than 60 days following the closing date and at a premium of 122% if prepaid more than 61 but less than 90 days following the closing date and at a premium of 127% if prepaid more than 91 but less than 120 days following the closing date and at a premium of 132% if prepaid more than 121 but less than 150 days following the closing date and at a premium of 137% if prepaid more than 151 but less than 180 days following the closing date. We have no right to prepay the Power UP Note more than 180 days after the closing date. The Power UP Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $435. As of June 30, 2019, the note holder had converted $128,000 in Principal and $5,120 in interest and fees into 139,433,306 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $69,181 during the three months ended June 30, 2019. — 128,000 Unamortized debt discount — (69,181) Total, net of unamortized discount — 58,819 Power UP Lending Group Convertible Note – November 6, 2018 On October 15, 2018 we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note, dated October 15, 2018, in the principal amount of $53,000 (the “Power UP Note-2”). The Power UP Note-2 is due November 6, 2019 and bears interest at the rate of 8% per annum. All principal and accrued interest on the Power UP Note-2 is convertible into shares of our common stock 180 days following October 15, 2018 at a conversion price equal to a 39% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion. We have the right to prepay the Power UP Note within 30 days of the closing date at a premium of 112% of all amounts owed to Power UP and at a premium of 117% if prepaid more than 31 but less than 60 days following the closing date and at a premium of 122% if prepaid more than 61 but less than 90 days following the closing date and at a premium of 127% if prepaid more than 91 but less than 120 days following the closing date and at a premium of 132% if prepaid more than 121 but less than 150 days following the closing date and at a premium of 137% if prepaid more than 151 but less than 180 days following the closing date. We have no right to prepay the Power UP Note more than 180 days after the closing date. The Power UP Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $436. As of June 30, 2019, the note holder had converted $53,000 in Principal and $2,120 in interest and fees into 262,055,556 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $30,137 during the three months ended June 30, 2019. — 53,000 Unamortized debt discount — (30,137) Total, net of unamortized discount — 22,863 Adar Bays, LLC July 2, 2018 Secured Convertible Note- Back end note On July 2, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 2, 2018, in the principal amount of $150,000 (the “July 2, 2018 Adar Back end Note”). On off-setting note was issued by the lender on July 2, 2018, which was released upon funding the July 2, 2018 Adar Back Note on March 2, 2019. The July 2, 2018 Adar Back Note is due July 2, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the July 2, 2018 Adar Note is convertible into shares of our common stock at the election of Adar six months after the issuance date at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We can pay the note in cash within the first six months of issuance, we have no right to prepay the July 2, 2018 Adar Note six months and one day after issuance. The July 2, 2018 Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $3,351. As of June 30, 2019, the note holder had converted $57,807 in Principal into 51,813,209 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $37,398 during the three months ended June 30, 2019. 92,193 92,193 Unamortized debt discount (54,795 ) (92,193) Total, net of unamortized discount 37,398 — Adar Bays, LLC July 23, 2018 Secured Convertible Note – Back End Note On July 23, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 23, 2018, in the principal amount of $50,000 (the “July 23, 2018 Adar Back End Note”). On off-setting note was issued by the lender on July 2, 2018, which was released upon funding the July 23, 2018 Adar Back Note on March 20, 2019. The July 23, 2018 Adar Back End Note is due July 23, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the Adar Note is convertible into shares of our common stock at the election of Adar at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the Adar Note within 90 days of the closing date at a premium of 135% of all amounts owed to Adar and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the Adar Note more than 180 days after the closing date. The Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $536. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $12,466 during the year ended March 31, 2019. 50,000 50,000 Unamortized debt discount (36,027 ) (48,493) Total, net of unamortized discount 13,973 1,507 Eagle Equities, LLC Convertible Note – Back End Note On July 20, 2018 we entered into a Convertible note with Eagle Equities, LLC (“Eagle”) pursuant to which we issued a convertible promissory note, dated July 20, 2018, in the principal amount of $100,000 (the “Eagle Back End Note”). On off-setting note was issued by the lender on July 20, 2018, which was released upon funding the July 20, 2018 Eagle Back End Note on March 20, 2019. The Eagle Back End Note is due July 20, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the Eagle Note is convertible into shares of our common stock at the election of Eagle at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the Eagle Note within 90 days of the closing date at a premium of 135% of all amounts owed to GS and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the Eagle Note more than 180 days after the closing date. The Eagle Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $1,746. As of June 30, 2019, the note holder had converted $30,000 in Principal and $29 in interest and fees into 33,072,177 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $24,932 during the three months ended June 30, 2019. 70,000 70,000 Unamortized debt discount (45,068 ) (70,000) Total, net of unamortized discount 24,932 — Total $ 76,303 274,688 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Derivative Liabilities | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE LIABILITIES | The carrying value of cash, accounts payable and accrued expenses, and debt (See Note 7) approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The carrying amount of the Company’s long-term debt is also stated at fair value of $2,000,000 since the stated rate of interest approximates market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. ● Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. ● Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. ● Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of March 31, 2019: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ — $ — $ — $ 348,484 Warrant and option derivative liabilities $ — $ — $ — $ — Total $ — $ — $ — $ 348,484 The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 7), was convertible at issuance which qualified them as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in ASC Topic No. 815-15, “Derivatives and Hedging (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. This convertible debt tainted all other equity linked instruments including all outstanding non-employee options and warrants on the date that the instrument became convertible. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Black-Scholes model utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note through March 31, 2018 which was the date the derivative liability was terminated: Fair value assumptions: April 1, 2019 through June 30, 2019 Risk free interest rate 2.18-2.43% Expected term (years) 0.01-1 Expected volatility 247.19%-267.97% Expected dividends 0% The following table presents a summary of the Company’s derivative liabilities associated with its convertible notes as of June 30, 2019: Amount Balance March 31, 2017 $ — Debt discount originated from derivative liabilities 262,500 Initial loss recorded 170,924 Adjustment to derivative liability due to debt settlement — Change in fair market value of derivative liabilities 296,313 Balance March 31, 2018 $ 729,737 Debt discount originated from derivative liabilities 824,050 Initial loss recorded 755,733 Adjustment to derivative liability due to debt settlement (1,791,931) Change in fair market value of derivative liabilities 709,452 Balance March 31, 2019 $ 1,227,041 Debt discount originated from derivative liabilities — Initial loss recorded — Adjustment to derivative liability due to debt settlement (1,063,391) Change in fair market value of derivative liabilities 184,834 Balance June 30, 2019 $ 348,484 |
Loans Payable
Loans Payable | 3 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
LOANS PAYABLE | On January 8, 2018, the Company and four lenders assigned the rights and obligations of a total of $174,500 in promissory notes to a new lender. All the notes bear interest at a rate of 5% per annum and are due within two business days of demand notice all other terms we unchanged. During the three months ended June 30, 2019 the Company recorded interest of $2,169. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
STOCKHOLDERS' EQUITY | Overview As of June 30, 2019, the Company is authorized to issue 4,000,000,000 shares of $0.001 par value common stock and 10,000,000 shares preferred stock, par value $0.001 per share. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. As of June 30, 2019, there were 1,914,431,324 shares of common stock issued and outstanding. As of June 30, 2019, there were 3,000,000 shares of Preferred stock issued and outstanding. On January 28, 2019, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 3,000,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock. Stock issued upon conversion of debts. The following table presents a summary of the Company’s debt conversions associated with its convertible notes during the three months ended June 30, 2019: Date of conversion Effective conversion price Principal and interest converted Shares issued upon conversion of debts 4/1/2019 0.00052 15,493 29,793,500 4/1/2019 0.00065 19,292 29,680,076 4/2/2019 0.000455 13,423 29,500,000 4/8/2019 0.00065 22,860 35,169,231 4/10/2019 0.00065 10,891 16,755,385 4/10/2019 0.000455 15,925 35,000,000 4/22/2019 0.001 25,000 25,000,000 4/22/2019 0.001 25,000 25,000,000 4/23/2019 0.0011 25,000 22,727,273 4/24/2019 0.00095 25,000 26,315,789 4/25/2019 0.000455 19,793 43,500,000 4/26/2019 0.00082 15,000 18,292,683 4/29/2019 0.00065 19,947 30,687,785 4/29/2019 0.00082 18,120 22,097,561 5/1/2019 0.00048 14,400 30,000,000 5/2/2019 0.00035 17,150 49,000,000 5/6/2019 0.00032 17,315 54,110,000 5/8/2019 0.000245 12,985 53,000,000 5/13/2019 0.00024 14,269 59,454,800 5/15/2019 0.00014 8,540 61,000,000 5/16/2019 0.00016 10,474 65,465,500 5/20/2019 0.00024 10,600 44,166,667 5/20/2019 0.00024 10,600 44,166,667 5/21/2019 0.00024 10,600 44,166,667 5/22/2019 0.000105 7,245 69,000,000 5/22/2019 0.00018 7,900 43,888,889 5/23/2019 0.00018 8,000 44,444,444 5/28/2019 0.00016 13,311 83,194,900 5/28/2019 0.00018 7,420 41,222,222 5/28/2019 0.0008 15,029 18,786,463 5/31/2019 0.00008 7,152 89,403,250 6/4/2019 0.0001 2,336 33,376,857 6/28/2019 — 7,642 — Total 1,198,110 1,797,522,235 95,530,100 shares of common stock issuable as a result of conversion of debt were not yet issued on June 30, 2019. The converted amount is thus included in stock payable at June 30, 2019. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | In connection with an assumption of the debt agreement the Company executed a $32,608 promissory note with Mr. Anderson which bears interest at a rate of 10% per annum. During the three months ended June 30, 2019 the Company recorded interest of $813. During the three months ended June 30, 2019, Gert Anderson, the President and CEO of the Company advanced $16,500 to the Company to pay expenses on behalf of the Company. As of June 30, 2019, $84,606 in advances remain outstanding. The advances bear no interest, are unsecured, and are due on demand. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
SUBSEQUENT EVENTS | The Company has evaluated events subsequent to the balance sheet through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined that there are no such events that would require adjustment to, or disclosure in, the financial statements except as disclosed below. Stock issued upon conversion of debts. The following table presents a summary of the Company’s debt conversions associated with its convertible notes subsequent to June 30, 2019: Date of Conversion Effective conversion price Principal and interest converted Shares issued upon conversion of debts 7/1/2019 0.0001 7,642 95,530,100 7/12/19 0.0001 2,165 27,061,000 Total — 9,807 1,222,591,100 |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Summary Of Significant Accounting Policies Policies | |
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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition In situations where arrangements include customer acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that the customer has control of the goods and that acceptance is likely to occur. We generally do not provide for anticipated losses on point in time transactions prior to transferring control of the equipment to the customer. For the three months ended June 30, 2019 and 2018 the Company reported revenues of $5,167 and $430 respectively. |
Accounts Receivable | Accounts Receivable |
Cash and Cash Equivalents | Cash and cash equivalents |
Concentration Risk | Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of June 30, 2019, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Stock Based Compensation | Stock-based compensation Compensation-Stock Compensation, |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation |
Earnings (loss) per Share | Earnings (loss) per share Earnings Per Share, |
Long Lived Assets | Long-lived Assets |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms in agreements are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815 to be accounted for and separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating results. |
Inventory | Inventory |
Income Taxes | Income taxes Income Taxes |
Segment Reporting | Segment Reporting |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements We adopted ASC 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on April 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASC 840. We elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining our current accounting policy for existing or expired land easements. In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning April 1, 2019. Management evaluated ASU 2018-07 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | June 30, 2019 March 31, 2019 Raw materials $ 6,607 $ — Finished Goods 114,808 119,045 Total $ 121,415 $ 119,045 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | June 30, 2019 March 31, 2019 Prepaid Marketing $ 3,792 $ — Total prepaid expenses $ 3,792 $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | June 3, 2019 March 31, 2019 Patents and trademarks 135,850 135,850 Website 21,394 21,394 Less: accumulated amortization (11,559 ) (7,164) Intangible assets, net of accumulated amortization 145,685 150,080 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible Notes Payable at consists of the following: June 30, March 31, 2019 2019 Auctus Fund, LLC On February 26, 2018, we entered into a Securities Purchase Agreement (the “Auctus SPA”), under which we agreed to sell a 12% convertible promissory note in an aggregate principal amount of $167,750 (the “Auctus Note”) to Auctus Fund, LLC (“Auctus”). The Auctus Note bears interest at a rate of 12% per annum and matured on November 26, 2018. The net proceeds of the sale of the Auctus Note, after deducting the expenses payable, were $150,000. At any time after the issue date of the Auctus Note, Auctus has the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Auctus Note into shares of our common stock at the Conversion Price. The “Conversion Price” is the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Auctus Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. The Conversion Price is subject to further reduction upon certain events specified in the Auctus Note. We have the right to prepay the Auctus Note at any time until the 180th calendar day after the issue date of the Auctus Note, in an amount equal to 150% (or 135% if we prepay the Auctus Note on or before the date that is 90 days after the issue date of the Auctus Note) of the outstanding balance of the Auctus Note (including principal and accrued and unpaid interest). We may not prepay the Auctus Note after the 180th calendar day after the issue date of the Auctus Note. We will be subject to a liquidated damages charge of 25% of the outstanding principal amount of the Auctus Note if we effect certain exchange transactions in accordance with, based upon or related or pursuant to Section 3(a)(10) of the Securities Act. In addition, the Auctus Note grants Auctus the right to update the terms of the Auctus SPA and the Auctus Note to incorporate the terms of any future transaction document related to a security issuance by us to a third party that are more favorable to the third party than the terms of the Auctus SPA and the Auctus Note. Any amounts due and payable to Auctus under the terms of the Auctus Note, including any payment on an event of default, default interest, or agreed upon liquidated damages may, at the Auctus's option, be converted into shares of our common stock at the Conversion Price. Pursuant to a Registration Rights Agreement, we are required to register 30,000,000 shares into which the Auctus Note may be converted. As of June 30, 2019 the note holder had converted $167,750 in Principal and $54,741 in interest and fees into 608,658,450 shares of the Company’s common stock. (See note 9 for additional details.) During the three months ended June 30, 2019 and 2018 the Company recorded interest of $19,659 and $5,019, respectively. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $0 and $55,197 during the three months ended June 30, 2019 and 2018 respectively. $ — 167,750 Unamortized debt discount — — Total, net of unamortized discount — 154,005 EMA Financial, LLC On February 23, 2018 we entered into a Securities Purchase Agreement (“EMA SPA”) with EMA Financial, LLC, a Delaware limited liability company (“EMA”), pursuant to which we issued and sold to EMA a convertible promissory note, dated February 23, 2018 in the principal amount of $125,000 (the “EMA Note”). In connection with the foregoing, we also entered into a Registration Rights Agreement with the Purchaser dated February 23, 2018 (the “Registration Rights Agreement”). The EMA Note, as amended, was due February 23, 2019 and bears interest at the rate of 12% per annum. All principal and accrued interest on the EMA Note is convertible into shares of our common stock at the election of EMA at any time at a conversion price equal to the lesser of (i) the trading price for our common stock on the trading day prior to the closing date of the EMA Note, or (ii) a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have no right to prepay the EMA Note more than 180 days after the closing date. The EMA Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. As a result of claimed defaults, the promissory notes discount conversion rate was increased to a 80% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion On July 6, 2018, the Company executed an amendment to the promissory note to cure certain events of default in which it agreed to increase the principal balance of the note by $37,500 and pay $25,000 in principal to the lender within 5 days of execution of the amendment. The company treated the amendment as a debt modification under ASC 470 and recorded a corresponding loss on debt modification of $37,500. During the year ended March 31, 2019 the Company incurred additional penalties of approximately $120,533 which were added to the principal total owed under the promissory note. As of June 30, 2019, the note holder had converted $223,033 in Principal and $37,509 in interest and fees into 488,726,857 shares of the Company’s common stock. (See note 9 for additional details.) During the three months ended June 30, 2019 and 2018 the Company recorded interest of $5,584 and $3,740, respectively. In July 2018, the Company made a cash payment of principal and interest of $60,000 on the then outstanding balance. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $0 and $31,164 during the three months ended June 30, 2019 and 2018 respectively. — 76,717 Unamortized debt discount — — Total, net of unamortized discount — 76,717 GS Capital Partners, LLC Convertible Note On July 11, 2018 we entered into a Convertible note with GS Capital Bays, LLC (“GS”) pursuant to which we issued a convertible promissory note, dated July 11, 2018 in the principal amount of $110,000 (the “GS Note”). The GS Note is due July 11, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the GS Note is convertible into shares of our common stock at the election of GS at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the GS Note within 60 days of the closing date at a premium of 125% of all amounts owed to GS and at a premium of 135% if prepaid more than 60 but less than 120 days following the closing date, at a premium of 145% if prepaid more than 120 but less than 180 days following the closing date. We have no right to prepay the GS Note more than 180 days after the closing date. The GS Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $1,292. As of June 30, 2019, the note holder had converted $110,000 in Principal and $7,025 in interest and fees into 95,049,338 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $18,000 during the three months ended June 30, 2019. — 18,000 Unamortized debt discount — (18,000) Total, net of unamortized discount — — Adar Bays, LLC July 23, 2018 Secured Convertible Note On July 23, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 23, 2018, in the principal amount of $50,000 (the “Adar Note”). The Adar Note is due July 23, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the Adar Note is convertible into shares of our common stock at the election of Adar at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the Adar Note within 90 days of the closing date at a premium of 135% of all amounts owed to Adar and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the Adar Note more than 180 days after the closing date. The Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $260. As of June 30, 2019, the note holder had converted $50,000 in Principal and $3.698.06 in interest and fees into 82,612,401 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $15,616 during the three months ended June 30, 2019. — 50,000 Unamortized debt discount — (15,616) Total, net of unamortized discount — 22,055 Power UP Lending Group Convertible Note – October 15, 2018 On October 15, 2018 we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note, dated October 15, 2018 in the principal amount of $128,000 (the “Power UP Note”). The Power UP Note is due October 15, 2019 and bears interest at the rate of 8% per annum. All principal and accrued interest on the Power UP Note is convertible into shares of our common stock 180 days following October 15, 2018 at a conversion price equal to a 37% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion. We have the right to prepay the Power UP Note within 30 days of the closing date at a premium of 112% of all amounts owed to Power UP and at a premium of 117% if prepaid more than 31 but less than 60 days following the closing date and at a premium of 122% if prepaid more than 61 but less than 90 days following the closing date and at a premium of 127% if prepaid more than 91 but less than 120 days following the closing date and at a premium of 132% if prepaid more than 121 but less than 150 days following the closing date and at a premium of 137% if prepaid more than 151 but less than 180 days following the closing date. We have no right to prepay the Power UP Note more than 180 days after the closing date. The Power UP Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $435. As of June 30, 2019, the note holder had converted $128,000 in Principal and $5,120 in interest and fees into 139,433,306 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $69,181 during the three months ended June 30, 2019. — 128,000 Unamortized debt discount — (69,181) Total, net of unamortized discount — 58,819 Power UP Lending Group Convertible Note – November 6, 2018 On October 15, 2018 we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note, dated October 15, 2018, in the principal amount of $53,000 (the “Power UP Note-2”). The Power UP Note-2 is due November 6, 2019 and bears interest at the rate of 8% per annum. All principal and accrued interest on the Power UP Note-2 is convertible into shares of our common stock 180 days following October 15, 2018 at a conversion price equal to a 39% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion. We have the right to prepay the Power UP Note within 30 days of the closing date at a premium of 112% of all amounts owed to Power UP and at a premium of 117% if prepaid more than 31 but less than 60 days following the closing date and at a premium of 122% if prepaid more than 61 but less than 90 days following the closing date and at a premium of 127% if prepaid more than 91 but less than 120 days following the closing date and at a premium of 132% if prepaid more than 121 but less than 150 days following the closing date and at a premium of 137% if prepaid more than 151 but less than 180 days following the closing date. We have no right to prepay the Power UP Note more than 180 days after the closing date. The Power UP Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $436. As of June 30, 2019, the note holder had converted $53,000 in Principal and $2,120 in interest and fees into 262,055,556 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $30,137 during the three months ended June 30, 2019. — 53,000 Unamortized debt discount — (30,137) Total, net of unamortized discount — 22,863 Adar Bays, LLC July 2, 2018 Secured Convertible Note- Back end note On July 2, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 2, 2018, in the principal amount of $150,000 (the “July 2, 2018 Adar Back end Note”). On off-setting note was issued by the lender on July 2, 2018, which was released upon funding the July 2, 2018 Adar Back Note on March 2, 2019. The July 2, 2018 Adar Back Note is due July 2, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the July 2, 2018 Adar Note is convertible into shares of our common stock at the election of Adar six months after the issuance date at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We can pay the note in cash within the first six months of issuance, we have no right to prepay the July 2, 2018 Adar Note six months and one day after issuance. The July 2, 2018 Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $3,351. As of June 30, 2019, the note holder had converted $57,807 in Principal into 51,813,209 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $37,398 during the three months ended June 30, 2019. 92,193 92,193 Unamortized debt discount (54,795 ) (92,193) Total, net of unamortized discount 37,398 — Adar Bays, LLC July 23, 2018 Secured Convertible Note – Back End Note On July 23, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 23, 2018, in the principal amount of $50,000 (the “July 23, 2018 Adar Back End Note”). On off-setting note was issued by the lender on July 2, 2018, which was released upon funding the July 23, 2018 Adar Back Note on March 20, 2019. The July 23, 2018 Adar Back End Note is due July 23, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the Adar Note is convertible into shares of our common stock at the election of Adar at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the Adar Note within 90 days of the closing date at a premium of 135% of all amounts owed to Adar and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the Adar Note more than 180 days after the closing date. The Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $536. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $12,466 during the year ended March 31, 2019. 50,000 50,000 Unamortized debt discount (36,027 ) (48,493) Total, net of unamortized discount 13,973 1,507 Eagle Equities, LLC Convertible Note – Back End Note On July 20, 2018 we entered into a Convertible note with Eagle Equities, LLC (“Eagle”) pursuant to which we issued a convertible promissory note, dated July 20, 2018, in the principal amount of $100,000 (the “Eagle Back End Note”). On off-setting note was issued by the lender on July 20, 2018, which was released upon funding the July 20, 2018 Eagle Back End Note on March 20, 2019. The Eagle Back End Note is due July 20, 2019 and bears interest at the rate of 10% per annum. All principal and accrued interest on the Eagle Note is convertible into shares of our common stock at the election of Eagle at any time at a conversion price equal to a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the Eagle Note within 90 days of the closing date at a premium of 135% of all amounts owed to GS and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the Eagle Note more than 180 days after the closing date. The Eagle Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the three months ended June 30, 2019 the Company recorded interest of $1,746. As of June 30, 2019, the note holder had converted $30,000 in Principal and $29 in interest and fees into 33,072,177 shares of the Company’s common stock. (See note 9 for additional details.) The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $24,932 during the three months ended June 30, 2019. 70,000 70,000 Unamortized debt discount (45,068 ) (70,000) Total, net of unamortized discount 24,932 — Total $ 76,303 274,688 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Derivative Liabilities (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Derivative Financial Instruments | Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ — $ — $ — $ 348,484 Warrant and option derivative liabilities $ — $ — $ — $ — Total $ — $ — $ — $ 348,484 |
Black-Scholes Model | Fair value assumptions: April 1, 2019 through June 30, 2019 Risk free interest rate 2.18-2.43% Expected term (years) 0.01-1 Expected volatility 247.19%-267.97% Expected dividends 0% |
Derivative liabilities associated with Convertible Debt | Amount Balance March 31, 2017 $ — Debt discount originated from derivative liabilities 262,500 Initial loss recorded 170,924 Adjustment to derivative liability due to debt settlement — Change in fair market value of derivative liabilities 296,313 Balance March 31, 2018 $ 729,737 Debt discount originated from derivative liabilities 824,050 Initial loss recorded 755,733 Adjustment to derivative liability due to debt settlement (1,791,931) Change in fair market value of derivative liabilities 709,452 Balance March 31, 2019 $ 1,227,041 Debt discount originated from derivative liabilities — Initial loss recorded — Adjustment to derivative liability due to debt settlement (1,063,391) Change in fair market value of derivative liabilities 184,834 Balance June 30, 2019 $ 348,484 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 2 Months Ended | 3 Months Ended |
Aug. 19, 2019 | Jun. 30, 2019 | |
Equity [Abstract] | ||
Debt Conversion | Date of Conversion Effective conversion price Principal and interest converted Shares issued upon conversion of debts 7/1/2019 0.0001 7,642 95,530,100 7/12/19 0.0001 2,165 27,061,000 Total — 9,807 1,222,591,100 | Date of conversion Effective conversion price Principal and interest converted Shares issued upon conversion of debts 4/1/2019 0.00052 15,493 29,793,500 4/1/2019 0.00065 19,292 29,680,076 4/2/2019 0.000455 13,423 29,500,000 4/8/2019 0.00065 22,860 35,169,231 4/10/2019 0.00065 10,891 16,755,385 4/10/2019 0.000455 15,925 35,000,000 4/22/2019 0.001 25,000 25,000,000 4/22/2019 0.001 25,000 25,000,000 4/23/2019 0.0011 25,000 22,727,273 4/24/2019 0.00095 25,000 26,315,789 4/25/2019 0.000455 19,793 43,500,000 4/26/2019 0.00082 15,000 18,292,683 4/29/2019 0.00065 19,947 30,687,785 4/29/2019 0.00082 18,120 22,097,561 5/1/2019 0.00048 14,400 30,000,000 5/2/2019 0.00035 17,150 49,000,000 5/6/2019 0.00032 17,315 54,110,000 5/8/2019 0.000245 12,985 53,000,000 5/13/2019 0.00024 14,269 59,454,800 5/15/2019 0.00014 8,540 61,000,000 5/16/2019 0.00016 10,474 65,465,500 5/20/2019 0.00024 10,600 44,166,667 5/20/2019 0.00024 10,600 44,166,667 5/21/2019 0.00024 10,600 44,166,667 5/22/2019 0.000105 7,245 69,000,000 5/22/2019 0.00018 7,900 43,888,889 5/23/2019 0.00018 8,000 44,444,444 5/28/2019 0.00016 13,311 83,194,900 5/28/2019 0.00018 7,420 41,222,222 5/28/2019 0.0008 15,029 18,786,463 5/31/2019 0.00008 7,152 89,403,250 6/4/2019 0.0001 2,336 33,376,857 6/28/2019 — 7,642 — Total 1,198,110 1,797,522,235 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 2 Months Ended | 3 Months Ended |
Aug. 19, 2019 | Jun. 30, 2019 | |
Subsequent Events [Abstract] | ||
Debt Conversion | Date of Conversion Effective conversion price Principal and interest converted Shares issued upon conversion of debts 7/1/2019 0.0001 7,642 95,530,100 7/12/19 0.0001 2,165 27,061,000 Total — 9,807 1,222,591,100 | Date of conversion Effective conversion price Principal and interest converted Shares issued upon conversion of debts 4/1/2019 0.00052 15,493 29,793,500 4/1/2019 0.00065 19,292 29,680,076 4/2/2019 0.000455 13,423 29,500,000 4/8/2019 0.00065 22,860 35,169,231 4/10/2019 0.00065 10,891 16,755,385 4/10/2019 0.000455 15,925 35,000,000 4/22/2019 0.001 25,000 25,000,000 4/22/2019 0.001 25,000 25,000,000 4/23/2019 0.0011 25,000 22,727,273 4/24/2019 0.00095 25,000 26,315,789 4/25/2019 0.000455 19,793 43,500,000 4/26/2019 0.00082 15,000 18,292,683 4/29/2019 0.00065 19,947 30,687,785 4/29/2019 0.00082 18,120 22,097,561 5/1/2019 0.00048 14,400 30,000,000 5/2/2019 0.00035 17,150 49,000,000 5/6/2019 0.00032 17,315 54,110,000 5/8/2019 0.000245 12,985 53,000,000 5/13/2019 0.00024 14,269 59,454,800 5/15/2019 0.00014 8,540 61,000,000 5/16/2019 0.00016 10,474 65,465,500 5/20/2019 0.00024 10,600 44,166,667 5/20/2019 0.00024 10,600 44,166,667 5/21/2019 0.00024 10,600 44,166,667 5/22/2019 0.000105 7,245 69,000,000 5/22/2019 0.00018 7,900 43,888,889 5/23/2019 0.00018 8,000 44,444,444 5/28/2019 0.00016 13,311 83,194,900 5/28/2019 0.00018 7,420 41,222,222 5/28/2019 0.0008 15,029 18,786,463 5/31/2019 0.00008 7,152 89,403,250 6/4/2019 0.0001 2,336 33,376,857 6/28/2019 — 7,642 — Total 1,198,110 1,797,522,235 |
Organization and Line Business
Organization and Line Business (Details Narrative) | 3 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Date of incorporation | Feb. 25, 2013 |
Date of license agreement with Pharma GP ApS | Apr. 4, 2017 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 76 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | |
Going Concern Details Narrative | |||
Net loss | $ (610,725) | $ 52,513 | $ (8,468,770) |
Summary of Significant Policies
Summary of Significant Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | |||
Revenues | 5167 | 430 | |
Allowance for doubfult accounts | $ 0 | $ 23 | |
Cash and Cash Equivalents | 120,731 | $ 48,739 | |
Cash in excess of FDIC limits | $ 0 | ||
Shares reserved | 9,850,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 6,607 | |
Finished Goods | 114,808 | 119,045 |
Total | $ 121,415 | $ 119,045 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid fees | $ 3,792 | |
Total prepaid expenses | $ 3,792 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents and Trademarks | $ 135,850 | $ 135,850 |
Website | 21,394 | 21,394 |
Less: accumulated depreciation | 11,559 | 7,164 |
Intangible assets, net of accumulated amortization | $ 145,685 | $ 150,080 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Nov. 08, 2018 | |
Amortization Expense | $ 4,395 | $ 199 | ||
Common stock issued | 1,914,431,324 | |||
9 Heroes APS member | ||||
Purchase price of assets | $ 3,360,000 | |||
Secured promissory note | $ 2,000,000 | |||
Common stock issued | 8,500,000 | |||
Secured promissory note, interest rate | 8.00% | |||
Loss on assets acquired from related party | $ 3,242,070 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Conversions of Stock (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Total Net of Unamortized Discount | $ 76,303 | $ 247,688 |
Convertible Note 1 | ||
Convertible Note Payable | 167,750 | |
Unamortized debt discount | ||
Total Net of Unamortized Discount | 154,005 | |
Convertible Note 2 | ||
Convertible Note Payable | 76,717 | |
Unamortized debt discount | ||
Total Net of Unamortized Discount | 76,717 | |
Convertible Note 3 | ||
Convertible Note Payable | 18,000 | |
Unamortized debt discount | (18,000) | |
Total Net of Unamortized Discount | ||
Convertible Note 4 | ||
Convertible Note Payable | 50,000 | |
Unamortized debt discount | (15,616) | |
Total Net of Unamortized Discount | 22,055 | |
Convertible Note 5 | ||
Convertible Note Payable | 128,000 | |
Unamortized debt discount | (69,181) | |
Total Net of Unamortized Discount | 58,819 | |
Convertible Note 6 | ||
Convertible Note Payable | 53,000 | |
Unamortized debt discount | (30,137) | |
Total Net of Unamortized Discount | 22,863 | |
Convertible Note 7 | ||
Convertible Note Payable | 92,193 | 92,193 |
Unamortized debt discount | (54,795) | (92,913) |
Total Net of Unamortized Discount | 37,398 | |
Convertible Note 8 | ||
Convertible Note Payable | 50,000 | 50,000 |
Unamortized debt discount | (36,027) | (48,493) |
Total Net of Unamortized Discount | 13,973 | 1,507 |
Convertible Note 9 | ||
Convertible Note Payable | 70,000 | 70,000 |
Unamortized debt discount | (45,068) | (70,000) |
Total Net of Unamortized Discount | $ 24,932 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Accrued interest | $ 813 | |
Convertible Note 1 | ||
Execution Date | Feb. 26, 2018 | |
Mayurity Date | Nov. 26, 2018 | |
Net Proceeds | $ 150,000 | |
Financing expense | 0 | $ 55,197 |
Accrued interest | $ 19,659 | 5,019 |
Required Shares to Register | 30,000,000 | |
Convertible Note 2 | ||
Execution Date | Feb. 23, 2018 | |
Mayurity Date | Feb. 23, 2019 | |
Financing expense | $ 0 | 31,164 |
Accrued interest | 5,584 | $ 3,740 |
Payment of Note | 25,000 | |
Increase Balance of Note | 37,500 | |
Loss on debt modification | 37,500 | |
Principal and interest payments | $ 60,000 | |
Required Shares to Register | 30,000,000 | |
Convertible note penalties | $ 120,533 | |
Convertible Note 4 | ||
Execution Date | Jul. 11, 2018 | |
Mayurity Date | Jul. 11, 2019 | |
Financing expense | $ 18,000 | |
Accrued interest | $ 1,292 | |
Convertible Note 6 | ||
Execution Date | Jul. 23, 2018 | |
Mayurity Date | Jul. 23, 2019 | |
Financing expense | $ 15,616 | |
Accrued interest | $ 260 | |
Convertible Note 7 | ||
Execution Date | Oct. 15, 2018 | |
Mayurity Date | Oct. 15, 2019 | |
Financing expense | $ 69,181 | |
Accrued interest | $ 435 | |
Convertible Note 8 | ||
Execution Date | Oct. 15, 2018 | |
Mayurity Date | Oct. 15, 2019 | |
Financing expense | $ 30,137 | |
Accrued interest | $ 436 | |
Convertible Note 9 | ||
Execution Date | Jul. 2, 2018 | |
Mayurity Date | Jul. 2, 2019 | |
Financing expense | $ 37,398 | |
Accrued interest | $ 3,351 | |
Convertible Note 10 | ||
Execution Date | Jul. 23, 2018 | |
Mayurity Date | Aug. 23, 2019 | |
Financing expense | $ 12,466 | |
Accrued interest | $ 536 | |
Convertible Note 11 | ||
Execution Date | Jul. 20, 2018 | |
Mayurity Date | Jul. 20, 2019 | |
Financing expense | $ 24,932 | |
Accrued interest | 1,746 | |
Convertible Note One | ||
Convertible Notes Payable, Value | $ 167,750 | |
Interest Rate | 12.00% | |
Principal converted | $ 167,750 | |
Interest converted | $ 54,741 | |
Convertible into Shares | 608,658,450 | |
Convertible Note Two | ||
Convertible Notes Payable, Value | $ 125,000 | |
Interest Rate | 12.00% | |
Principal converted | $ 223,033 | |
Interest converted | $ 37,509 | |
Convertible into Shares | 488,726,857 | |
Convertible Note Four | ||
Convertible Notes Payable, Value | $ 110,000 | |
Interest Rate | 10.00% | |
Principal converted | $ 110,000 | |
Interest converted | $ 7,025 | |
Convertible into Shares | 95,049,338 | |
Convertible Note Six | ||
Convertible Notes Payable, Value | $ 50,000 | |
Interest Rate | 10.00% | |
Principal converted | $ 50,000 | |
Interest converted | $ 3,698 | |
Convertible into Shares | 82,612,401 | |
Convertible Note Seven | ||
Convertible Notes Payable, Value | $ 128,000 | |
Interest Rate | 8.00% | |
Principal converted | $ 128,000 | |
Interest converted | $ 5,120 | |
Convertible into Shares | 139,433,306 | |
Convertible Note Eight | ||
Convertible Notes Payable, Value | $ 53,000 | |
Interest Rate | 8.00% | |
Principal converted | $ 53,000 | |
Interest converted | $ 2,120 | |
Convertible into Shares | 262,055,556 | |
Convertible Note Nine | ||
Convertible Notes Payable, Value | $ 150,000 | |
Interest Rate | 10.00% | |
Principal converted | $ 57,807 | |
Convertible into Shares | 51,813,209 | |
Convertible Note Ten | ||
Convertible Notes Payable, Value | $ 50,000 | |
Interest Rate | 10.00% | |
Convertible Note Eleven | ||
Convertible Notes Payable, Value | $ 100,000 | |
Interest Rate | 10.00% | |
Principal converted | $ 30,000 | |
Interest converted | $ 29 | |
Convertible into Shares | 33,072,177 |
Fair Value Of Financial Instr_3
Fair Value Of Financial Instruments And Derivative Liabilities - Derivative Financial Instruments (Details) | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Amount | |
Embedded Conversion Derivative Liability | |
Warrant and Option Derivative Liabilities | |
Total | |
Level 1 | |
Embedded Conversion Derivative Liability | |
Warrant and Option Derivative Liabilities | |
Total | |
Level 2 | |
Embedded Conversion Derivative Liability | |
Warrant and Option Derivative Liabilities | |
Total | |
Level 3 | |
Embedded Conversion Derivative Liability | 348,484 |
Warrant and Option Derivative Liabilities | |
Total | $ 348,484 |
Fair Value Of Financial Instr_4
Fair Value Of Financial Instruments and Derivative Liabilities - Fair Value Assumptions (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Apr. 01, 2019 | |
Fair Value Disclosures [Abstract] | ||
Risk free interest rate | 2.43% | 2.18% |
Expected term in years | 12 days | |
Expected term in years maximum | 1 year | |
Expected Volatility | 26797.00% | 24719.00% |
Expected Dividends | $ 0 | $ 0 |
Fair Value Of Financial Instr_5
Fair Value Of Financial Instruments and Derivative Liabilities - Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |||
Debt Discount originated from Derivative Liabilities | $ 824,050 | $ 262,500 | |
Initial Loss Recorded | 755,733 | 170,924 | |
Adjustment to Derivative Liability due to debt settlement | (1,063,391) | (1,791,931) | |
Change in fair market value | 184,834 | 709,452 | 296,313 |
Balance | $ 348,484 | $ 1,227,041 | $ 729,737 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments and Derivative Liabilities (Details Narrative) | Jun. 30, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Long term debt carrying amount | $ 2,000,000 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | 3 Months Ended | |
Jun. 30, 2019USD ($) | Jan. 08, 2018USD ($) | |
Promissorry Notes | $ 174,500 | |
Interest Rate of Promissory Note | 0.05 | |
Loans Payable [Member] | ||
Interst Recorded | $ 2,169 | |
Days due within demand notice | 2 days |
Stockholders' Equity - Stock Is
Stockholders' Equity - Stock Issued upon Conversion of Debts (Details Narrative) - USD ($) | Jul. 12, 2019 | Jun. 30, 2019 | Jun. 28, 2019 | Jun. 04, 2019 | May 31, 2019 | May 28, 2019 | May 23, 2019 | May 22, 2019 | May 21, 2019 | May 20, 2019 | May 16, 2019 | May 15, 2019 | May 13, 2019 | May 08, 2019 | May 06, 2019 | May 02, 2019 | May 01, 2019 | Apr. 29, 2019 | Apr. 26, 2019 | Apr. 25, 2019 | Apr. 24, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Apr. 10, 2019 | Apr. 08, 2019 | Apr. 02, 2019 | Apr. 01, 2019 |
Lender 1 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 15,493 | ||||||||||||||||||||||||||
Common stock converted, shares | 29,793,500 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00052 | ||||||||||||||||||||||||||
Lender 2 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 19,292 | ||||||||||||||||||||||||||
Common stock converted, shares | 29,680,076 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00065 | ||||||||||||||||||||||||||
Lender 3 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 13,423 | ||||||||||||||||||||||||||
Common stock converted, shares | 29,500,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .000455 | ||||||||||||||||||||||||||
Lender 4 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 22,860 | ||||||||||||||||||||||||||
Common stock converted, shares | 35,169,231 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00065 | ||||||||||||||||||||||||||
Lender 5 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 10,891 | ||||||||||||||||||||||||||
Common stock converted, shares | 16,755,385 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00065 | ||||||||||||||||||||||||||
Lender 6 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 15,925 | ||||||||||||||||||||||||||
Common stock converted, shares | 35,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .000455 | ||||||||||||||||||||||||||
Lender 7 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 25,000 | ||||||||||||||||||||||||||
Common stock converted, shares | 25,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .001 | ||||||||||||||||||||||||||
Lender 8 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 25,000 | ||||||||||||||||||||||||||
Common stock converted, shares | 25,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ 0.001 | ||||||||||||||||||||||||||
Lender 9 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 25,000 | ||||||||||||||||||||||||||
Common stock converted, shares | 22,727,273 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .0011 | ||||||||||||||||||||||||||
Lender 10 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 25,000 | ||||||||||||||||||||||||||
Common stock converted, shares | 26,315,789 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00095 | ||||||||||||||||||||||||||
Lender 11 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 19,793 | ||||||||||||||||||||||||||
Common stock converted, shares | 43,500,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .000455 | ||||||||||||||||||||||||||
Lender 12 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 15,000 | ||||||||||||||||||||||||||
Common stock converted, shares | 18,292,683 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00082 | ||||||||||||||||||||||||||
Lender 13 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 19,947 | ||||||||||||||||||||||||||
Common stock converted, shares | 30,687,785 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00065 | ||||||||||||||||||||||||||
Lender 14 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 18,120 | ||||||||||||||||||||||||||
Common stock converted, shares | 22,097,561 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00082 | ||||||||||||||||||||||||||
Lender 15 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 14,400 | ||||||||||||||||||||||||||
Common stock converted, shares | 30,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00048 | ||||||||||||||||||||||||||
Lender 16 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 17,150 | ||||||||||||||||||||||||||
Common stock converted, shares | 49,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00035 | ||||||||||||||||||||||||||
Lender 17 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 17,315 | ||||||||||||||||||||||||||
Common stock converted, shares | 54,110,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00032 | ||||||||||||||||||||||||||
Lender 18 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 12,985 | ||||||||||||||||||||||||||
Common stock converted, shares | 53,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .000245 | ||||||||||||||||||||||||||
Lender 19 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 14,269 | ||||||||||||||||||||||||||
Common stock converted, shares | 59,454,800 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00024 | ||||||||||||||||||||||||||
Lender 21 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 8,540 | ||||||||||||||||||||||||||
Common stock converted, shares | 61,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00014 | ||||||||||||||||||||||||||
Lender 22 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 10,474 | ||||||||||||||||||||||||||
Common stock converted, shares | 65,465,500 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .000016 | ||||||||||||||||||||||||||
Lender 23 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 10,600 | ||||||||||||||||||||||||||
Common stock converted, shares | 44,166,667 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00024 | ||||||||||||||||||||||||||
Lender 24 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 10,600 | ||||||||||||||||||||||||||
Common stock converted, shares | 44,166,667 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00024 | ||||||||||||||||||||||||||
Lender 25 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 10,600 | ||||||||||||||||||||||||||
Common stock converted, shares | 44,166,667 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00024 | ||||||||||||||||||||||||||
Lender 26 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 7,245 | ||||||||||||||||||||||||||
Common stock converted, shares | 69,000,000 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .000105 | ||||||||||||||||||||||||||
Lender 27 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 7,900 | ||||||||||||||||||||||||||
Common stock converted, shares | 43,888,889 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00018 | ||||||||||||||||||||||||||
Lender 28 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 8,000 | ||||||||||||||||||||||||||
Common stock converted, shares | 44,444,444 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00018 | ||||||||||||||||||||||||||
Lender 29 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 13,311 | ||||||||||||||||||||||||||
Common stock converted, shares | 83,194,900 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00016 | ||||||||||||||||||||||||||
Lender 30 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 7,420 | ||||||||||||||||||||||||||
Common stock converted, shares | 41,222,222 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00018 | ||||||||||||||||||||||||||
Lender 31 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 15,029 | ||||||||||||||||||||||||||
Common stock converted, shares | 18,786,463 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .0008 | ||||||||||||||||||||||||||
Lender 32 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 7,152 | ||||||||||||||||||||||||||
Common stock converted, shares | 89,403,250 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .00008 | ||||||||||||||||||||||||||
Lender 33 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 2,336 | ||||||||||||||||||||||||||
Common stock converted, shares | 33,376,857 | ||||||||||||||||||||||||||
Common stock converted, price per share | $ .0001 | ||||||||||||||||||||||||||
Lender 34 | |||||||||||||||||||||||||||
Common stock converted, amount | $ 7,642 | ||||||||||||||||||||||||||
Common stock converted, shares | |||||||||||||||||||||||||||
Common stock converted, price per share | |||||||||||||||||||||||||||
Total | |||||||||||||||||||||||||||
Common stock converted, amount | $ 9,807 | $ 1,198,110 | |||||||||||||||||||||||||
Common stock converted, shares | 1,222,591,100 | 1,797,522,235 | |||||||||||||||||||||||||
Common stock converted, price per share |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Issued for Services (Details Narrative) - $ / shares | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Common stock, par value | $ 0.001 | |
Preferred stock shares, authorized | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock shares, authorized | 4,000,000,000 | |
Preferred stock, issued and outstanding | 3,000,000 | |
Common Stock issued, shares | 1,914,431,324 | |
Series A preferred stock, shares authorized | 3,000,000 | |
Series A preferred stock, par value per share | $ 0.001 | |
Voting rights of series A holders | A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock. | |
Shares of common stock not issued | 95,530,100 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Interest accrued | $ 813 |
Anderson [Member] | |
Advances from officer | 16,500 |
Advances outstanding | $ 84,606 |
Interest on advances from officer | 0 |
Promissory Note Issued | $ 32,608 |
Promissory Note Interest Rate | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 12, 2019 | Jul. 01, 2019 | Jun. 30, 2019 |
Lender 36 | |||
Common stock converted, amount | $ 7,642 | ||
Common stock converted, shares | 95,530,100 | ||
Common stock converted, price per share | $ .0001 | ||
Lender 37 | |||
Common stock converted, amount | $ 2,165 | ||
Common stock converted, shares | 27,061,000 | ||
Common stock converted, price per share | $ .0001 | ||
Total | |||
Common stock converted, amount | $ 9,807 | $ 1,198,110 | |
Common stock converted, shares | 1,222,591,100 | 1,797,522,235 | |
Common stock converted, price per share |