Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jul. 05, 2017 | Sep. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | TAURIGA SCIENCES, INC. | ||
Entity Central Index Key | 1,142,790 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,076,996 | ||
Entity Common Stock, Shares Outstanding | 2,072,881,613 | ||
Trading Symbol | TAUG | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets: | ||
Cash | $ 18 | |
Investment - available for sale security | 625 | 750 |
Prepaid expenses and other current assets | 2,190 | 2,500 |
Total current assets | 2,833 | 3,250 |
Property and equipment, net | 961 | 6,914 |
Total assets | 3,794 | 10,164 |
Current liabilities: | ||
Notes payable to individuals and companies | 306,320 | 253,775 |
Notes payable to individuals and companies - related party | 18,000 | |
Bank overdraft | 1,272 | |
Accounts payable | 278,628 | 307,384 |
Accrued interest | 126,156 | 86,812 |
Accrued expenses | 841,499 | 661,770 |
Liability for common stock to be issued | 190,000 | 305,500 |
Derivative liability | 722,707 | 670,577 |
Total current liabilities | 2,465,310 | 2,305,090 |
Other liabilities: | ||
Contingent liability | 75,000 | |
Total other liabilities | 75,000 | 2,305,090 |
Stockholders' deficit: | ||
Common stock, par value $0.00001; 2,500,000,000 shares authorized, 1,734,920,049 and 1,219,820,933 issued and outstanding at March 31, 2017 and 2016, respectively | 17,349 | 12,199 |
Additional paid-in capital | 51,770,561 | 49,745,876 |
Accumulated deficit | (54,084,093) | (51,812,793) |
Accumulated other comprehensive loss | (240,333) | (240,208) |
Total stockholders' deficit | (2,536,516) | (2,294,926) |
Total liabilities and stockholders' deficit | $ 3,794 | $ 10,164 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,734,920,049 | 1,219,820,933 |
Common stock, shares outstanding | 1,734,920,049 | 1,219,820,933 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Continuing Operations: | ||
Revenues | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
Research and development | 108,942 | |
General and administrative | 1,432,653 | 2,027,633 |
Depreciation and amortization expense | 7,034 | 9,832 |
Total operating expenses | 1,548,629 | 2,037,465 |
Loss from operations | (1,548,629) | (2,037,465) |
Other income (expense) | ||
Interest expense | (721,408) | (83,456) |
Financing expense | (324,000) | |
Derivative expense | (9,691) | (197,800) |
Gain on settlement | 265,856 | |
Gain on settlement of debt | 94,516 | 125,000 |
Gain on warrant conversion | 56,372 | |
Change in derivative liability | (86,088) | (277,700) |
Total other income (expense) | (722,671) | (435,728) |
Net loss from continuing operations | (2,271,300) | (2,473,193) |
Discontinued Operations: | ||
Gain from discontinued operations | 8,997 | |
Loss from disposal of discontinued operation | (104,957) | |
Total discontinued operations | (95,960) | |
Net loss | (2,271,300) | (2,569,153) |
Other comprehensive income (loss) | ||
Change in unrealized loss on available for sale security | (125) | (3,313) |
Foreign currency translation adjustment | (577) | |
Total other comprehensive loss | (125) | (3,890) |
Comprehensive income (loss) | $ (2,271,425) | $ (2,573,043) |
Loss per share - basic and dilutted | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 1,427,819,418 | 965,079,748 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (2,271,300) | $ (2,569,153) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 749,811 | |
OID Interest | 23,891 | 11,077 |
Depreciation and amortization | 7,034 | 9,832 |
Legal fees deducted from proceeds of notes payable | 9,000 | |
Non-cash interest expense | 267,242 | |
Gain on warrant conversion | (56,372) | |
Gain on settlement | (265,856) | |
Common stock issued for services (including stock to be issued) | 816,168 | 950,750 |
Stock issued for legal settlement | 8,000 | |
Derivative expense | 9,691 | 197,800 |
Change in derivative liability | 86,088 | 277,700 |
Contingent liability | 75,000 | |
Gain on conversion of payable | (94,516) | |
Loss on disposal of natural wellness business | 104,957 | |
Value of financing costs for share liability | 154,000 | |
Decrease (increase) in assets | ||
Inventory | 9,789 | |
Prepaid expenses | 310 | 10,246 |
Increase (decrease) in liabilities | ||
Accounts payable | (28,754) | 7,382 |
Accrued interest | 82,272 | 72,381 |
Accrued expenses | 366,745 | (67,880) |
Cash used in operating activities | (651,129) | (395,536) |
Cash flows from investing activities | ||
Proceeds received for Natural wellness business and investment, net | 1,243 | |
Purchases of property and equipment | (1,081) | |
Cash provided by (used in) investing activities | (1,081) | 1,243 |
Cash flows from financing activities | ||
Proceeds from notes payable | 122,000 | 205,000 |
Bank overdraft | (1,272) | 1,272 |
Proceeds from notes payable-related party | 18,000 | |
Payment for settlement of financing | (230,000) | |
Proceeds from the sale of common stock (including to be issued) | 453,500 | 7,500 |
Proceeds from convertible debentures | 78,000 | 184,000 |
Cash provided by financing activities | 652,228 | 185,772 |
Foreign currency translation effect | (577) | |
Net increase (decrease) in cash | 18 | (209,098) |
Cash, beginning of year | 209,098 | |
Cash, end of year | 18 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | ||
Taxes Paid | ||
NON CASH ITEMS | ||
Conversion of notes payable and debentures and accrued interest to common stock | 253,728 | |
Settlement of accrued expenses for common stock | 100,000 | |
Original interest discount on notes payable and debentures | 25,450 | |
Common shares issued for share liability | 133,000 | |
Reclassification of derivative liability to additional paid in capital | $ 52,891 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Mar. 31, 2015 | $ 8,990 | $ 48,150,896 | $ (49,243,640) | $ (236,318) | $ (1,320,072) |
Balance, shares at Mar. 31, 2015 | 899,007,530 | ||||
Issuance of shares - stock based compensation at $0.003 to $0.01 per share | $ 684 | 312,311 | 312,995 | ||
Issuance of shares - stock based compensation at $0.003 to $0.01 per share, shares | 68,375,000 | ||||
Issuances of commitment shares - debt financing | $ 275 | 190,725 | 191,000 | ||
Issuances of commitment shares - debt financing, shares | 27,500,000 | ||||
Issuance of shares for cashless warrant exercise | $ 292 | (292) | |||
Issuance of shares for cashless warrant exercise, shares | 29,188,403 | ||||
Stock-based compensation vesting | 292,816 | 292,816 | |||
Derivative Liability recognized on warrant conversion | 33,628 | 33,628 | |||
Impairment of available for sale securities | (3,313) | (3,313) | |||
Stock issued for services at $0.002 to $0.005 | $ 1,918 | 757,832 | 759,750 | ||
Stock issued for services at $0.002 to $0.005, shares | 191,750,000 | ||||
Issuance of shares -legal settlement at $0.002 | $ 40 | 7,960 | 8,000 | ||
Issuance of shares -legal settlement at $0.002, shares | 4,000,000 | ||||
Foreign currency translation adjustment | (577) | (577) | |||
Net loss | (2,569,153) | (2,569,153) | |||
Balance at Mar. 31, 2016 | $ 12,199 | 49,745,876 | (51,812,793) | (240,208) | (2,294,926) |
Balance, shares at Mar. 31, 2016 | 1,219,820,933 | ||||
Issuances of commitment shares - debt financing | $ 638 | 377,912 | 378,550 | ||
Issuances of commitment shares - debt financing, shares | 63,800,000 | ||||
Impairment of available for sale securities | (125) | (125) | |||
Issuance of shares -legal settlement at $0.002 | |||||
Foreign currency translation adjustment | |||||
Issuance of shares for cash at $0.004 to $0.005 per share | $ 1,044 | 427,456 | 428,500 | ||
Issuance of shares for cash at $0.004 to $0.005 per share, shares | 104,375,000 | ||||
Issuance of shares in conversion of debentures and accrued interest at $0.00114 to $0.0012 per share | $ 1,006 | 117,120 | 118,126 | ||
Issuance of shares in conversion of debentures and accrued interest at $0.00114 to $0.0012 per share, shares | 100,639,501 | ||||
Derivative liability recognized on debt conversion | 52,891 | 52,891 | |||
Issuance of shares for services rendered and services to be rendered including stock based compensation at $0.0029 to $0.0088 | $ 1,970 | 814,198 | 816,168 | ||
Issuance of shares for services rendered and services to be rendered including stock based compensation at $0.0029 to $0.0088, shares | 197,000,000 | ||||
Issuance of shares for convertible notes and accrued interest to individuals at $0.004 | $ 339 | 135,261 | 135,600 | ||
Issuance of shares for convertible notes and accrued interest to individuals at $0.004, shares | 33,900,000 | ||||
Issuance of shares for settlement of accrued expenses | $ 153 | 99,847 | 100,000 | ||
Issuance of shares for settlement of accrued expenses, shares | 15,384,615 | ||||
Net loss | (2,271,300) | (2,271,300) | |||
Balance at Mar. 31, 2017 | $ 17,349 | $ 51,770,561 | $ (54,084,093) | $ (240,333) | $ (2,536,516) |
Balance, shares at Mar. 31, 2017 | 1,734,920,049 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Deficit (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Equity issuance of committment shares for debt financing | $ 0.01 | |
Equity issuance price to legal settlement | 0.002 | |
Equity issuance price to convertible notes and accrued interest | $ 0.004 | |
Minimum [Member] | ||
Equity issuance price to stock based compensation | 0.003 | |
Equity issuance of committment shares for debt financing | 0.027 | |
Equity issuance price to services | 0.0029 | 0.002 |
Equity issuance price for cash | 0.004 | |
Equity issuance price to conversion of debentures and accrued interest | 0.00114 | |
Maximum [Member] | ||
Equity issuance price to stock based compensation | 0.01 | |
Equity issuance of committment shares for debt financing | 0.01 | |
Equity issuance price to services | 0.0088 | $ 0.005 |
Equity issuance price for cash | 0.005 | |
Equity issuance price to conversion of debentures and accrued interest | $ 0.0012 |
Basis of Operations
Basis of Operations | 12 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations | NOTE 1 – BASIS OF OPERATIONS Nature of Business The Company, prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company was then moving in the direction of a diversified biotechnology company. The mission of the Company is to evaluate potential acquisition candidates operating in the life sciences technology space. The Company’s revenue in fiscal 2016, presented in discontinued operations, was generated from its natural wellness cannabis complement line launched in August 2014. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding, success in developing and marketing its products and the level of competition. Bacterial Robotics On October 29, 2013, the Company entered into a strategic alliance with Bacterial Robotics, LLC (Bacterial Robotics). Bacterial Robotics owns certain patents and/or other intellectual property related to the development of genetically modified micro-organisms (GMOs) and GMOs tailored to perform one or more specific functions, one such GMO being adopted to clean polluting molecules from nuclear waste, such GMO being referred herein as the existing BactoBot Technology (the BR Technology). Bacterial Robotics is developing a whitepaper to deliver to the Company for acceptance. Upon acceptance by the Company, the parties will form a strategic relationship through the formation of a joint venture in which the Company will be the majority and controlling owner which will use the NuclearBot Technology to further the growth of the nuclear wastewater treatment market. The intent is for Bacterial Robotics to issue a 10-year license agreement. In connection with the strategic alliance agreement, the Company issued a warrant to purchase 75,000,000 shares of its common stock (of which 23,134,118 warrants were cancelled pursuant to the December 22, 2016 transfer agreement with Open Therapeutics, LLC) valued at $1,100,000 and paid an additional $50,000 in cash. The Company fully impaired this as of March 31, 2014, as there was no value in the agreement. Pilus Energy On November 25, 2013, the Company executed a definitive agreement to acquire Pilus Energy, LLC (“Pilus”), an Ohio limited liability company and a developer of alternative cleantech energy platforms using proprietary microbial solutions that creates electricity while consuming polluting molecules from wastewater. Pilus is converging digester, fermenter, scrubber, and other proven technologies into a scalable Electrogenic Bioreactor (“EBR”) platform. This technology is the basis of the Pilus Cell™. The EBR harnesses genetically enhanced bacteria, also known as bacterial robots, or BactoBots™, that remediate water, harvest direct current (“DC”) electricity, and produce economically important gases. The EBR accomplishes this through bacterial metabolism, specifically cellular respiration of nearly four hundred carbon and nitrogen molecules. Pilus’ highly metabolic bacteria are non-pathogenic. Because of the mediated biofilm formation, these wastewater-to-value BactoBots resist heavy metal poisoning, swings of pH, and survive in a 4-to-45-degree Celsius temperature range. Additionally, the BactoBots are anaerobically and aerobically active, even with low BOD/COD. On January 28, 2014, the Company acquired patents from Pilus. As a condition of the acquisition, Pilus will get one seat on the board of directors, and the shareholders of Pilus received a warrant to purchase 100,000,000 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000. In addition, the Company paid Bacterial Robotics, LLC (“BRLLC”), formerly the parent company of Pilus, $50,000 on signing the memorandum of understanding and $50,000 at the time of closing. The only asset Pilus had on its balance sheet at the time of the acquisition was a patent. The Company determined that the value of the acquisition on January 28, 2014 would be equal to the value of cash paid to Pilus plus the value of the 100,000,000 warrants they issued to acquire Pilus. Through March 31, 2014, the Company amortized the patent over its estimated useful life, then on March 31, 2014, the Company conducted its annual impairment test and determined that the entire unamortized balance should be impaired as the necessary funding to further develop the patent was not available at that time. On December 22, 2016, the Company, entered in a membership interest transfer agreement with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics” formerly Bacterial Robotics LLC and Microbial Robotics, LLC), whereby the Company sold 80% of its membership interest in Pilus which included the patents. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares (or 23,134,118 warrants) of the Company’s common stock (issued on January 28, 2014). Open Therapeutics will pay 20% of the net profit generated, to the Company from the previous year’s earnings after the initial $75,000 of profit (reflected as a contingent liability on the consolidated balance sheet). The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through March 31, 2017, there has been no activity recorded by Open Therapeutics, LLC with respect to these patents, thus the $75,000 remains contingently owed to them. ColluMauxil On November 15, 2016, the Company announced that it will form a new wholly owned subsidiary focused on the development, marketing and distribution of products that target muscle tension. The subsidiary will be called ColluMauxil Therapeutics LLC (“ColluMauxil”), which is based on the Latin terms for neck relief - “collum” and “auxilium.” The Company has filed for trademarks in association with the business with the United States Patent and Trademark Office. The Company plans to develop, market, distribute and potentially license a broad array of products and technologies that may help individuals who are affected by muscle tension. The Company has already identified potential products and technologies of interest and is actively working towards the goal of creating an innovative product line to launch the business activities of ColluMauxil. The Company believes that one of its most important strengths is its access to and relationships with potentially substantial distribution systems and networks. The Company intends to capitalize on distribution opportunities and will continually update shareholders on such developments. The Company intends on developing a product that specifically targets muscle tension in the neck, shoulder, and upper back. The Company envisions that this product will incorporate a roll-on delivery system (“Roll-On Product”) which is easier to apply to a specific area on the body. The Company also plans to develop a Roll-On Product that incorporates CBD Oil (“Cannabis Oil”), which is a legal alternative to THC oil, and it is available for sale in all states as well as around the world. Cannabis Oil is widely believed to provide relief to individuals who suffer from muscle tension, tenderness, and pain. Both contemplated Roll-On Products will be branded under the ColluMauxil. Cupuacu Butter Lip Balm On December 23, 2016, the Company, entered into a non-exclusive, 12 month, license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN and the two companies will evenly share (“50% / 50%”) any profits through the Company’s marketing, sales, and distribution efforts. The Company will pay the production costs for all product it sells to retail customers or distributors. The Company paid a one-time upfront non-refundable license fee of $9,810 in cash and agreed to an additional payment of common shares of Company stock. The Company agreed to issue 5,000,000 common shares which had a value of $27,500, based on the closing price of the stock on the day the Company entered into the agreement ($0.005 per share). The cost of the shares will be prorated over the life of the license. The Company further paid $2,190 as a prepaid deposit on future inventory for the purchase of 1,500 units at unit cost of $1.46. As of March 31, 2017, none of the units have been completed therefore the Company has recorded the payment as a prepaid asset. The agreement may be extended for an additional 12 months based on mutual agreement. The two companies reserve the right to request amendment of the License Agreement at any point during the effective duration. On June 27, 2017, the Company wired $20,000 to Ice + Jam as an advanced payment on initial inventory base of 10,000-15,000 units with completed display cases and promotional literature for the contemplated launch. The Company has focused its efforts on securing potential distribution channels to the retail marketplace, as well as the improvement of the HERMAN product; inclusive of the label and graphics. The Company plans a mid to late autumn 2017 launch period to capitalize on the potential market demand associated with seasonality. Certain additional risk factors relating to the new business line are further described in Part I, Item 1A “Risk Factors” above in this Annual Report on Form 10-K. Going Concern As indicated in the accompanying consolidated financial statements, the Company has incurred net losses of $2,271,300 and $2,569,153 for the years ended March 31, 2017 and 2016, respectively. Management’s plans include the raising of capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in technology companies. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are unsuccessful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. The Company has used $651,129 and $395,536 of cash in operating activities which is substantially lower than the net loss for these respective years. The Company has continued to use their common stock when able to continue operating. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. All inter-company transactions have been eliminated in consolidation. Revenue Recognition Revenue is recognized when realized or realizable, and when the earnings process is complete, which is generally upon the shipment of products. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit. Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2017, the Company had no cash at any financial institution which exceeded the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. The Company had no cash equivalents as of March 31, 2017. Inventory Inventory consisted of raw materials, production in progress and finished goods and is stated at the lower of cost or market determined by the first-in, first-out method. The Company sold off all of its segments that had inventory during the year ended March 31, 2016. As of March 31, 2017, the Company has prepaid $2,190 worth of product that has not been delivered. It is reflected in prepaid expenses on the Consolidated Balance Sheet. Property and Equipment Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. Intangible Assets Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition. Net Loss Per Common Share The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings per Share (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the years ended March 31, 2017 and 2016 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these years. Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period. The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services. Comprehensive Income (Loss) The Company has adopted ASC 220 effective January 1, 2012 which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss). Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company. Impairment of Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. Research and Development The Company expenses research and development costs as incurred. Research and development costs were $108,942 and $0 for the years ended March 31, 2017 and 2016. The Company is continually evaluating products and technologies in the natural wellness space, including its focus on muscle tension. As the Company investigates and develops relationships in these areas resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of entities. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017 and 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss). During the years ended March 31, 2017 and 2016, the Company utilized an expected life ranging from 91 days to 311 days based upon the look-back period of its convertible debentures and notes and volatility of 125%. On May 28, 2015, the Company entered into a 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of May 28, 2016 (the “Union Note”) which contains an anti-ratchet clause for the conversion of this Union Note, the Company recorded a derivative liability in the amount of $200,058 (as a result the entire note was discounted). During the year ended March 31, 2017, the noteholder (Union Capital) has converted $49,800 of principal and $18,167 in accrued interest into 56,639,501 shares of common stock. As a result of these conversions, the derivative liability was adjusted by $37,350 with a corresponding adjustment to additional paid in capital. On July 14, 2015, the Company entered into a 12% Convertible Redeemable Note with the principal amount of $96,000 issued with an original issue discount of $16,000. The derivative liability recorded on this note was $153,326 (as a result the entire note was discounted). On August 3, 2016, the Company entered into a 12% Convertible Redeemable Note with the principal amount of $48,000 issued with an original issue discount of $8,000. The derivative liability recorded on this note was $48,871 (as a result the entire note was discounted). As a result of the issuance of this note containing more beneficial terms of conversion, the Union Note will now be convertible at the lower of the lesser of (a) sixty percent (60%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of forty percent (40%)) or (b) one half penny ($0.005). On November 7, 2016, the noteholder (Group 10) converted this note into 44,000,000 common shares at a total value of $50,160 ($0.00114) which included $2,160 of accrued interest. As a result of this conversion the derivative liability was eliminated with a corresponding adjustment to additional paid in capital in the amount of $15,540 after taking effect to all fair value adjustments up through the date of conversion. On November 7, 2016, the Company entered into a 12% Convertible Redeemable Note with the principal amount of $45,000 issued with an original issue discount of $7,000. The derivative liability recorded on this note was $45,820 (as a result the entire note was discounted). In the years ended March 31, 2017 and 2016, the Company recognized a loss on the fair value of the derivative liability in the amount of $86,088 and $277,700, respectively. In addition, the Company recognized derivative expense on the initial recognition of the derivative liabilities in the years ended March 31, 2017 and 2016 of $9,691 and $197,800, respectively. As of March 31, 2017, and 2016, the derivative liability amounted to $722,707 and $670,577, respectively. Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of March 31, 2017. Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In March 2016, the FASB issues ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718)”, or ASU No. 2016-09. The amendments of ASU No. 2016-09 were issues as part of the FASB’s simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. The amendments focused on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company will evaluate the effect of ASU 2016-09 for future periods as applicable. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 3 – DISCONTINUED OPERATIONS On August 11, 2015, the Company formally divested (discontinued) its Natural Wellness Business. The business mainly consisted of a CBD infused topical lotion called TopiCanna as well as a line of Cannabis Complement products that were intended to compliment individuals who were consistently using medicinal cannabis related product. On August 11, 2015, the Company sold the balance of its inventory of TopiCanna and Cannabis Complement products for a one-time cash payment of $20,462. As a result of the disposal of this business, the Company reported a loss on disposal of $104,957, as reflected in the chart below: For the Years Ended March 31, 2017 2016 Revenues $ - $ 51,062 Cost of goods sold - 14,472 Gross profit - 36,590 Operating expenses General and administrative - 26,790 Depreciation and amortization expense - 803 Total operating expenses - 27,593 Income from discontinued operations $ - 8,997 The consolidated statement of operations was restated to reflect the reclassification of the discontinued operations. There were no assets or liabilities from discontinued operations the years ended March 31, 2017 and 2016. The Company recognized a loss on the disposal of the Natural Wellness subsidiary: TAURIGA SCIENCES, INC. AND SUBSIDIARY Loss on disposal of Natural Wellness (subsidiary) Cash $ 19,219 Inventory, at cost 81,198 Prepaid expenses 16,461 Property and equipment, net 8,541 Less cash received for sale of inventory (20,462 ) Loss on disposal of continuing operations $ 104,957 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: March 31, 2017 March 31, 2016 Estimated Life Computers, office furniture and equipment $ 57,023 $ 55,942 3-5 years Less: accumulated depreciation (56,062 ) (49,028 ) Net $ 961 $ 6,914 Depreciation expense for the years ended March 31, 2017 and 2016 was $7,034 and $9,832, respectively. |
Commitment
Commitment | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment | NOTE 5 – COMMITMENT On December 23, 2016, the Company, entered into a non-exclusive, 12 month, license agreement with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). The Company will market Ice + Jam’s proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN. The Company will pay the production costs for all product it sells to retail customers or distributors. The Company further paid $2,190 as a prepaid deposit on future inventory for the purchase of 1,500 units at unit cost of $1.46. As of March 31, 2017, none of the units have been completed therefore the Company has recorded the payment as a prepaid expense. On June 27, 2017, the Company wired $20,000 to Ice + Jam as an advanced payment on initial inventory base of 10,000-15,000 units with completed display cases and promotional literature for the contemplated launch. The Company has focused its efforts on securing potential distribution channels to the retail marketplace, as well as the improvement of the HERMAN product; inclusive of the label and graphics. The Company plans a mid to late autumn 2017 launch period to capitalize on the potential market demand associated with seasonality. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS License Agreements: Immunovative Therapies, Ltd. On December 12, 2011, the Company entered into a License Agreement (the “License Agreement”) with Immunovative Therapies, Ltd., an Israeli Corporation (“ITL”), pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all product candidates (the “Licensed Products”) based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vaz TM (“Licensed Products”). On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013 and that the Company had complied in all material respect with the License Agreement therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company submitted a letter to the Court advising the Court that the parties had reached a settlement and that the Company is withdrawing its motion, (2) ITL paid the Company $20,000, (3) ITL issued to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL (3,280,000 shares), (4) the Company changed its name and (5) the settling parties agree that the license agreement is terminated. No value has been assigned to the ITL shares received, as they are deemed to be worthless. The Company, based upon its evaluation of the ITL financial statement, considered its investment in ITL to be impaired as the ITL Company had negative net worth and the funds advanced were being utilized for research, development and testing. During the year ended March 31, 2016, the Company sold the 3,280,000 shares for $125,000 which is recorded in the consolidated statements of operations. Bacterial Robotics, LLC On October 29, 2013, the Company entered into a strategic alliance agreement between the Company and Bacterial Robotics, LLC (the Parties) to develop a relationship for the research and development of the NuclearBot Technology that will be marketed and monetized pursuant to a definitive agreement. Accordingly, subject to the terms of this agreement, (a) Bacterial Robotics agreed to develop a whitepaper which may be delivered as a readable electronic file, on the subject of utilizing the NuclearBot Technology in the cleansing of nuclear wastewater created in the operation of a nuclear power plant (the “Whitepaper”), which Bacterial Robotics shall deliver to the Company within ninety (90) days of the agreement, which may be extended upon mutual agreement based upon unexpected complexities, and (b) the parties agreed to use commercially reasonable efforts in good faith to (1) identify prospective pilot programs, projects and opportunities for the NuclearBot Technology for the Parties to strategically and jointly pursue, (2) enter into a joint venture, in which the Company will be the majority and controlling owner, for the purpose of (A) marketing and selling products and services utilizing the NuclearBot Technology, (B) sublicensing the NuclearBot Technology and (C) owning all improvements to the NuclearBot Technology, and other inventions and intellectual property, jointly developed by the Parties and (3) negotiate terms and conditions of Definitive Agreements. As consideration for the strategic alliance, the Company issued a $25,000 deposit upon signing the agreement. Additionally, the Company issued a 5-year warrant for up to 75,000,000 shares of the Company’s common stock with a value of $1,139,851 and an additional $25,000 in cash. The Company amortizes the fee of $1,189,851 over the ten-year life of the licensing agreement, and through March 31, 2014 the accumulated amortization amounted to $48,952. At March 31, 2014, the Company determined that it was not going to pursue the market nor invest additional capital to fund the commercialization and accordingly, considered the remaining net value to be impaired recording an impairment charge of $1,140,899. On December 22, 2016, the Company, entered in a membership interest transfer agreement with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics” formerly Bacterial Robotics LLC and Microbial Robotics, LLC), whereby the Company sold 80% of its membership interest in Pilus which included the patents. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares (or 23,134,118 warrants) of the Company’s common stock (issued on January 28, 2014). Open Therapeutics will pay 20% of the net profit generated, to the Company from the previous year’s earnings after the initial $75,000 of profit (reflected as a contingent liability on the consolidated balance sheet). The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through March 31, 2017, there has been no activity recorded by Open Therapeutics, LLC with respect to these patents, thus the $75,000 remains contingently owed to them. Breathe Ecig Corp On March 31, 2015, the Company entered into a license agreement with Breathe Ecig Corp. (which has subsequently changed its name of White Fox Ventures, Inc.) (“Breathe”) whereby the Company issued 10,869,565 shares of its common stock, valued at $100,000, to Breathe for certain licensing rights, as defined in the agreement. Amortization of the license fee will commence on April 1, 2015 over the two-year term of the agreement (See Note 12). As Breathe is worthless as of the date of this report, the Company has written off the entire $100,000 value as of March 31, 2015. License agreements consist of the cost of license fees with Breathe Ecig Corp. ($100,000), Green Hygienics, Inc. ($250,000) and Bacterial Robotics, LLC ($1,189,851) at March 31, 2015. Patents: Pilus Energy, LLC The Company, through the acquisition of Pilus Energy on January 28, 2014, acquired a patent to develop cleantech energy using proprietary microbiological solution that creates electricity while consuming polluting molecules from wastewater. As a result of the December 22, 2016 sale of the patents to Open Therapeutics, under the license agreement discussed above, the Company had fully impaired the value of the patents prior to the sale, and the warrants canceled as a result of this transaction was valueless as there is no intrinsic value to them. The Company recorded no gain or loss. Upon Open Therapeutics profitability with respect to this technology, the Company will be the beneficiary of a profit split as noted in the agreement, and will recognize revenue from that in the future. The cost of the patent and related amortization at December 22, 2016 is as follows, prior to the sale: Fair Value Estimated Life Cash advanced on signing the memorandum of understanding and closing agreement $ 100,000 16.5 years Fair value of the warrant for 100,000,000 shares of the Company’s common stock 1,710,000 Total 1,810,000 Less amortization in the year ended March 31, 2015 18,540 Net value at March 31, 2015 prior to impairment $ 1,791,460 Impairment in the year ended March 31, 2015 1,791,460 Net value for the year ended March 31, 2016 and at December 22, 2016 — |
Convertible Notes and Derivativ
Convertible Notes and Derivative Liabilities | 12 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Convertible Notes and Derivative Liabilities | NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES The Company entered into several financial instruments, which consist of notes payable, containing various conversion features. Generally, the financial instruments are convertible into shares of the Company’s common stock; at prices that are either marked to the volume weighted average price of the Company’s intended publicly traded stock or a static price determinative from the financial instrument agreements. These prices may be at a significant discount to market determined by the volume weighted average price once the Company completes its reverse acquisition with the intended publicly traded company. The Company for all intent and purposes considers this discount to be fair market value as would be determined in an arm’s length transaction with a willing buyer. The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives, which requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt and original issue discount notes payable. 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 in its results of operations. The Company valued the embedded derivatives using eight steps to determine fair value under ASC 820. (1) Identify the item to be valued and the unit of account. (2) Determine the principal or most advantageous market and the relevant market participants. (3) Select the valuation premise to be used for asset measurements. (4) Consider the risk assumptions applicable to liability measurements. (5) Identify available inputs. (6) Select the appropriate valuation technique(s). (7) Make the measurement. (8) Determine amounts to be recognized and information to be disclosed. Convertible notes payable containing derivative liabilities consisted of the following as of March 31: 2017 2016 Convertible note payable – Union Capital – (May 15) (a) $ 121,800 $ 104,000 Convertible note payable - Group 10 - (Jul 15) (b) 113,280 96,000 Convertible note payable - Group 10 - (Aug 16) (c) - - Convertible note payable - Group 10 - (Nov 16) (d) 45,000 - Total convertible notes payable, current 280,080 200,000 Less discounts: reflected as derivative liabilities (280,080 ) (200,000 ) Total convertible notes payable, net of discounts $ - $ - (a) Twelve-month $104,000 convertible note, dated May 28, 2015 bearing interest at the rate of 7% per annum, and having a default rate of 24%. The note matured in May 2016. The Company granted noteholder 12,500,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 50% to $156,000, then increased again another 10% to $171,600. Pursuant to the terms of the Union Note, at any time Union may convert any principal and interest due to it at a 20% discount to the lowest closing bid price of Company common stock for the five trading days prior to the conversion notice. Additionally, the discount will be adjusted on a ratchet basis in the event the Company offers a more favorable discount rate or look-back period to a third party during the term of the Union. As of March 31, 2017, Union has converted $49,800 of principal and $18,167 of interest of this note. As of March 31, 2017, this note had accrued interest of $48,504. As of March 31, 2017, the value of the derivative liability related to this note is $109,498. Subsequent to March 31, 2017, the noteholder converted $64,350 of principal and $27,354 of accrued interest for 109,500,026 common shares. (b) Twelve-month $96,000 convertible note, bearing 20% OID, dated July 14, 2015 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 15,000,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 18% to $113,280. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). As of March 31, 2017, this note had accrued interest of $34,891. On December 6, 2016, Group 10 formally notified the Company of the amount of the default penalty being charged under their default penalty clause. This penalty resulted in the amount of $348,000. The current amount as demanded by the note holder was recorded as interest expense. As of March 31, 2017 the value of the derivative liability related to this note is $467,419. Subsequent to March 31, 2017, the noteholder converted $67,500 of principal for 175,000,000 common shares. (c) Twelve-month $48,000 convertible note, with OID in the amount of $8,000, dated August 3, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. For the period of October 1, 2016 to December 5, 2016, the Company was not current with its reporting responsibilities under Section 13 of the Exchange Act and failed to timely file, when due, any SEC reports (10K and 10Q’s) was considered an event of default. Following the occurrence and during the continuance of an event of default, the Company agreed to pay to the holder in the amount equal to one thousand dollars ($1,000) per business day commencing the business day following the date of the event of default. The default penalty of $45,000 for the period of 45 days was settled for 10,000,000 common shares of Company stock ($0.0045 per share). This amount was recorded as interest expense. On November 7, 2016, the holder converted $50,160 ($0.00114 per share) into 44,000,000 common shares. The note had a face value of $48,000 with accrued interest of $2,160. (d) Twelve-month $45,000 convertible note, with OID in the amount of $7,000, dated November 7, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note will mature in November 2017. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. If any event of default occurs, the outstanding principal shall be increased to one hundred eighteen percent (118%) of the outstanding principal. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. As of March 31, 2017 accrued interest was $2,130. As of March 31, 2017 the value of the derivative liability related to this note is $152,272. Additionally, as of March 31, 2015, the value of the derivative liability associated with the convertible notes was $90,000 associated with the Class B warrants issued to Hanover Holdings I, LLC, as the warrants had been converted into shares of common stock during the three months ended June 30, 2015. |
Notes Payable to Individuals an
Notes Payable to Individuals and Companies | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable to Individuals and Companies | NOTE 8 – NOTES PAYABLE TO INDIVIDUALS AND COMPANIES Notes payable to individuals and companies consisted of the following as of March 31: 2017 2016 Convertible note payable - Group 10 - (Mar 17) (a) $ - $ - Alternative Strategy Partners PTE Ltd. (b) 90,000 90,000 ADAR Bays -Dec 2016 (c) 67,045 - ADAR Bays -Feb 2017 (d) 27,500 - Eagle Equities, LLC - Jan 2017 (e) 18,000 - Eagle Equities, LLC - Mar 2017 (f) 35,000 - Individuals – June 2015 (g) 20,000 115,000 Individuals – Feb to April 2013 (h) 48,775 48,775 Total notes payable and convertible notes 306,320 253,775 Less - current portion of these notes (306,320 ) (253,775 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Twelve-month $40,000 convertible note with OID in the amount of $5,000 dated March 31, 2017. As additional consideration for the purchase of the note, the Company shall issue 15,000,000 commitment shares. This note bears 12% interest per annum with a default interest rate of 18%. In the event default occurs, the outstanding principal amount of this debenture shall increase to one hundred eighteen percent (118%) of the outstanding principal amount of this debenture. The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrower’s common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. Prepayments after one hundred eighty (180) days but before maturity are subject to the approval of holder. The note was effective as of March 31, 2017 however not funded as of March 31, 2017. Funding occurred April 3, 2017, therefore this amount is not included in the balance of notes payable and there was no accrued interest reflected as of March 31, 2017. On June 26, 2017, the Company settled this note in full for a one time cash payment in the amount of $59,659. The Company will record, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. (b) Three-month $180,000 non-convertible note dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash from the note of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but there was never any documentation provided to support this $90,000. The Company is in dispute with the noteholder, and has not recorded this liability as of March 31, 2017 or 2016. If the proper documentation is provided to the Company, they will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible debenture. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of March 31, 2017, the Company has accrued interest $15,738. (c) Fifty-eight day $60,950 convertible note dated December 19, 2016, with OID in the amount of $7,950 bearing an interest rate of 12% with a default interest rate of 24%. As additional consideration for the purchase of the note, the Company issued the note holder 5,000,000 common share as commitment shares recorded at a value of $32,000 ($0.0065 per share). The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. Since this note was not paid at maturity, the outstanding principal due under this note increased by 10% to $67,045. This note is further guaranteed by Seth Shaw, Chief Executive Officer of the Company. Mr. Shaw pledged 37,500,000 shares of his Common Stock as collateral for payment obligation under this note. As of March 31, 2017, the Company has accrued interest $3,126. On June 21, 2017, the Company issued 53,461,538 common shares of stock at $0.00052 per share under a conversion notice submitted by the note holder, retiring $27,800 of principal. (d) Twelve-month $27,500 convertible note dated February 8, 2017, with 10% OID in the amount of $2,500 bearing an interest rate of 8% with a default rate of 24%. The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. As of March 31, 2017, the Company has accrued interest of $307. (e) Twelve-month $18,000 convertible note dated January 27, 2017 bearing an interest rate of 8% with a default interest rate of 24%. The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. Further, if a breach of Company becoming delinquent in its periodic report filings with the Securities and Exchange Commission occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. As of March 31, 2017, the Company has accrued interest of $249. (f) Two-twelve-month convertible notes as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). As additional consideration for the purchase of the note, the Company issued note holder 16,000,000 shares of restricted common stock valued at $43,200 ($0.0027 per share.) Both notes mature on March 20, 2018. On March 22, 2017, the noteholder funded the first note through the direct payment of cash to third parties. The holder of the notes is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. As of March 31, 2017, the Company has accrued interest of $84. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 in the form of a direct payment to a third party. On June 15, 2017, the Company was advanced $8,000 towards the second note. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. (g) On June 1, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with various accredited investors for the sale of certain debentures with aggregate gross proceeds to the Company of $133,000 ($18,000 of which was to a related party). Pursuant to the terms of the agreement, the investors were granted 13,300,000 shares of Company common stock for a commitment fee. These shares were issued on June 15, 2016. Additionally, the Company was required to repay the amounts raised under the Purchase Agreement prior to December 1, 2015 except as described below. The Purchase Agreement provided the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Company’s VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015, which the Company has done. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock, which were issued on June 15, 2016 to settle all obligations under these Purchase Agreements with the exception of one individual note holder in the amount of $20,000, which remains outstanding as of March 31, 2017. Accrued interest on this note as of March 31, 2017 is $4,000. (h) Individual notes issued to 6 individuals bearing an interest rate of 8%. These notes were issued from February through April 2013. The notes are convertible into common stock of the Company at $0.025 per share. During the years ended March 31, 2017 and 2016 no notes were converted to common stock. Accrued interest on these notes as of March 31, 2017 is $17,127. Interest expense for the years ended March 31, 2017 and 2016 was $721,408 and $83,456. Included in interest expense for these years are fees related to default fees and value attributable to commitment fees for the various notes. Accrued interest at March 31, 2017 and 2016 was $122,887 and $86,812, respectively. See Note 15 for additional long-term debt transactions that occurred subsequent to March 31, 2017. |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9 – RELATED PARTIES On May 27, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lawrence May Enterprises, an accredited investor for the sale of a debenture with aggregate gross proceeds to the Company of $18,000. Pursuant to the terms of the agreement, the investor was granted 1,800,000 shares of Company common stock as a commitment fee. These shares were issued on June 15, 2016. Additionally, the Company was required to repay the amounts raised under the Purchase Agreement prior to December 1, 2015 except as described below. The Purchase Agreement provides the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. In the event the Company has not repaid the amounts as described above, on December 1, 2015 the Company has the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Company’s VWAP (as defined in the Purchase Agreement) for the three trading days (as defined in the Purchase Agreement) prior to December 1, 2015. On June 15, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $95,000. This investment is structured as an equity private placement of 76,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes. On June 21, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $55,000. This investment is structured as an equity private placement of 44,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 10 – STOCKHOLDERS’ DEFICIT Common Stock As of March 31, 2017, the Company is authorized to issue 2,500,000,000 shares of its common stock. As of March 31, 2017, 1,734,920,049 shares of common stock are outstanding. On July 9, 2015, the Company’s Board of Directors (“BOD”) approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock from 1,000,000,000 to 2,500,000,000 shares and on July 17, 2015, the Company filed Schedule 14A with the Securities and Exchange Commission calling for a special meeting of the stockholders that was held on July 27, 2015 to approve the amendment. On April 27, 2017, the Company’s Board of Directors (“BOD”) approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock from 2,500,000,000 to 7,500,000,000 shares and on May 26, 2017, the Company filed Schedule DEF 14A with the Securities and Exchange Commission calling for a special meeting of the stockholders that was held on June 28, 2017 to approve the amendment. The articles of amendment were filed with the Florida Secretary of State on July 5, 2017. Fiscal Year 2016 On June 27, 2014, $250,000 in cash was released from escrow pursuant to a securities purchase agreement with Hanover Holdings I, LLC (“Hanover I”), as amended April 17, 2014, associated with the Company’s acquisition of Honeywood (see Note 1) and filing of a registration statement registering Company securities, whereby the Company agreed to issue shares of its common stock under a Class A and Class B warrant, as defined in the amended agreement. The Class A warrant provided for a fixed exercise price of $0.05 per share; the Class B warrant provided for an initial exercise price of $0.05, however, upon a drop of the market price below $0.05 based on the closing price of the Company’s common stock for a period of three consecutive trading days, the Class B warrant shall carry a call option premium of 135% and shall require payment of the shares within 5 business days in the form of either cash or a conversion into shares of the Company’s common stock based on the closing share price on the three days prior. As the securities purchase agreement was entered into in anticipation of the Honeywood acquisition and the filing of a registration statement, neither of which occurred, the Company and Hanover I informally have agreed to regard the $250,000 investment as an exercise under the terms of the Class B warrant. As a result, shares of Company common stock are to be issued, based on the call option premium amount of $337,500, upon the request of Hanover I. During the year ended March 31, 2015, 12,211,400 shares of common stock with a value of $147,500 have been issued to Hanover I. As of March 31, 2015, common stock valued at $190,000, 29,188,403 shares, is issuable to Hanover I. These shares have been issued as of June 3, 2015. During the year ended March 31, 2016, the Company issued 27,500,000 common shares as commitment shares valued at $191,000, in conjunction with the issuance on two convertible notes in the aggregate amount of $200,000 ($104,000 and $96,000), each convertible note payable matures one-year after issuance, bearing interest rates of 7 - 12% annual interest, increasing to 18-24% default interest. During the year ended March 31, 2016, the Company issued 38,340,000 shares of common stock to the Chief Executive Officer and V.P. Strategic Planning from $0.003 to $0.01, totaling $175,260. During the year ended March 31, 2016, the Company issued 30,035,000 shares of common stock as share based compensation at prices ranging from $0.003 to $0.01, totaling $137,735. During the year ended March 31, 2016, the Company issued 191,750,000 shares of common stock for advisory and investor relation services at prices ranging from $0.002 to $0.0045 per share, totaling $759,750. During the year ended March 31, 2016, the Company issued 4,000,000 shares of common stock along with $8,000 in cash to settle a liability of a consultant who provided services for the Company from August 2013 through October 2013. The stock was valued at $0.002 per share, totaling $8,000. Fiscal Year 2017 During the year ended March 31, 2017, the Company issued 33,900,000 shares of common stock at a value $135,600 ($0.004 per share) to convert notes payable in the amount $113,000 (including a related party note in the amount of $18,000) plus a 20% conversion premium which was recorded as interest expense in the amount $22,600. During the year ended March 31, 2017, the Company issued 104,375,000 shares of common stock ($0.004 per share) for proceeds of $428,500. During the year ended March 31, 2017, the Company issued 197,000,000 shares of common stock for services rendered and to be rendered valued at $816,168 ($0.0029 to $0.0088 per share) which is reflected in stock-based compensation. Value represents contracts entered into with various consultants, with the grant date fair value amortized over the life of the contracts. During the year ended March 31, 2017, the Company issued 63,800,000 shares of common stock for commitment shares to note holders at a value of $378,550 ($0.0027 to $0.01 per share). During the year ended March 31, 2017, the Company issued 100,639,501 shares of common stock to convert principal and interest in the amount of $118,126 ($0.00114 to $0.0012 per share). On November 18, 2016, the Company issued 15,384,615 common shares of Company stock to settle an outstanding payable in the amount of $194,516. The Company recognized a gain on the settlement of this liability in the amount of $94,516, as the shares were valued at $100,000. In connection with some of the consulting agreements and board advisory agreements the Company has entered into, as the following clauses are part of the compensation arrangements: a) the consultant will be reimbursed for all reasonable out of pocket expenses, b) to the extent the consultant introduces the Company to any sources of equity or debt arrangements, the Company agrees to pay 8% to 10% in cash and 8% to 10% in common stock of the Company of all cash amounts actually received by the Company and 2% for debt arrangements, and c) the Company, in its sole discretion, may make additional cash payments and/or issue additional shares of common stock to the consultant based upon the consultant’s performance. Warrants for Common Stock The following table summarizes warrant activity for the years ended March 31, 2017 and 2016: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2015 106,941,932 $ 0.02 4.49 Years $ 10,050,000 Granted - - Expired - - Exercised (29,188,403 ) (0.01 ) Canceled - - Outstanding at March 31, 2016 77,303,529 $ 0.02 3.49 Years $ 10,050,000 Granted 37,350,000 0.01 2.44 Years - Expired - - Exercised - - Canceled (23,134,118 ) (0.02 ) Outstanding and exercisable at March 31, 2017 91,519,411 $ 0.02 3.41 Years $ - The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Year Ended March 31, 2017 Year Ended March 31, 2016 Volatility 203 % n/a Risk-free rate 0.66 % n/a Dividend - - Expected life of warrants 2.35 n/a For the year ended March 31, 2017, the Company entered into Stock Purchase agreements (“SPA’s”) with 20 qualified investors, subsequently issuing 93,375,000 shares of common stock. In accordance with terms of the SPA’s, each investor was awarded 1 Non-cashless Warrant (with a term of 36 months) for every 2.5 shares of stock purchased. The strike price of these warrants is 1 cent per share. The total warrants of 37,350,000 are classified as additional paid in capital. The warrants are classified as equity as they contain no provisions that would enable liability classification. On December 22, 2016, the Company, entered in a membership interest transfer agreement with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics” formerly Bacterial Robotics LLC and Microbial Robotics, LLC), whereby the Company sold 80% of its membership interest in Pilus which included the patents. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares (or 23,134,118 warrants) of the Company’s common stock (issued on January 28, 2014). Open Therapeutics will pay 20% of the net profit generated, to the Company from the previous year’s earnings after the initial $75,000 of profit (reflected as a contingent liability on the consolidated balance sheet). The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through March 31, 2017, there has been no activity recorded by Open Therapeutics, LLC with respect to these patents, thus the $75,000 remains contingently owed to them. Stock Options On February 1, 2012, the Company awarded to each of two former executives options to purchase 5,000,000 common shares, an aggregate of 10,000,000 shares. These options vested immediately and were for services performed. The Company recorded stock-based compensation expense of $1,400,000 for the issuance of these options. The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options: Volatility 220 % Expected dividend rate - Expected life of options in years 10 Risk-free rate 1.87 % The following table summarizes option activity for the years ended March 31, 2017 and 2016: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2015 10,000,000 $ 0.10 6.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2016 10,000,000 $ 0.10 5.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at March 31, 2017 10,000,000 $ 0.10 4.85 Years $ — |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 11 – PROVISION FOR INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets consist of the following: March 31, 2017 March 31, 2016 Net operating losses $ 8,479,000 $ 7,670,000 Valuation allowance (8,479,000 ) (7,670,000 ) $ - $ - At March 31, 2017, the Company had a U.S. net operating loss carryforward in the approximate amount of $20 million available to offset future taxable income through 2037. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company also has a Canadian carry forward loss which approximates $700,000 and is available to offset future taxable income through 2037. The valuation allowance increased by $809,000 and $580,000 in the years ended March 31, 2017 and 2016, respectively. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and the federal statutory rate for the years ended March 31, 2017 and 2016 is summarized as follows. 2017 2016 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefits (3.3 ) (3.3 ) Foreign tax (0.3 ) (0.3 ) Valuation allowance 37.6 37.6 0 % 0 % |
Investments - Available for Sal
Investments - Available for Sale Securities | 12 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments - Available for Sale Securities | NOTE 12 – INVESTMENTS - AVAILABLE FOR SALE SECURITIES The Company’s investments in Green Innovations, Ltd is included within Current Assets as they are expected to be realized in cash within one year. The investments are recorded at fair valve with unrealized gains and losses, net of applicable taxes, in Other Comprehensive Income. The Company’s investment in Green Innovations, Ltd has a cost of $250,000, unrealized loss of $249,375 and a fair value of $625 at March 31, 2017. At March 31, 2016, the unrealized loss was $249,250 and the fair value was $750, respectively. |
Current Litigation
Current Litigation | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Current Litigation | NOTE 13 – CURRENT LITIGATION Lawsuit Filed Against Cowan Gunteski & Co. PA On November 4, 2015, the Company filed a lawsuit against its predecessor audit firm Cowan Gunteski & Co. PA in Federal Court — Southern District Florida (Miami, Florida) entitled “Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A. et al”, Case No. 0:15-cv-62334. The case has since been transferred to the United States District Court for the District of New Jersey. The case alleges, among other things, that Cowan Gunteski committed malpractice with respect to the audit of the Company’s FY 2014 financial statements (as illustrated in the PCAOB Public Censure of July 23, 2015) and then misrepresented to the Company with respect about its ability to re-issue an independent opinion for FY 2014 financial statements. On July 31, 2015, the Company was delisted from the OTCQB Exchange to the OTC Pink Limited Information Tier due to its inability to file its FY 2015 Form 10K. The lawsuit was expected by the Company and its counsel to take up to 18 months to complete, from the date it was filed (November 4, 2015). The Company in its lawsuit is seeking damages against Cowan Gunteski (and its malpractice insurance policy) expected to exceed $4,000,000. There is no guarantee that the Company will be successful in this lawsuit. Subsequent to the filing of the lawsuit, the Company was notified that the lawsuit was temporarily suspended so that the Company and Cowan can attempt to mediate this case based on the engagement letters between the parties. On December 30, 2015, the Company was notified that Daniel F. Kolb was appointed as the mediator. Mediation commenced on February 3, 2016. During these efforts, the Company had been offered settlement amounts, but none that have been satisfactory. On March 22, 2016, the Company decided that its good faith efforts to settle its ongoing litigation with Cowan Gunteski & Co. P.A. have proven unsuccessful. Therefore, the Board of Directors of the Company unanimously agreed to proceed forward with the litigation. The Company is continuing to seek the assistance of independent experts, to help ascribe dollar amounts for certain damages suffered by the Company (“provable damages”). At this point in time, the Company has realized out of pocket cash losses and liabilities (inclusive of liquidated damages) that exceed $850,000. Additional potential damages include but are not limited to: inability to properly maintain Pilus Energy’s Intellectual Property (“Pilus IP”), the July 31, 2015 delisting of the Company shares from OTCQB to Pink Sheets, loss of market capitalization (“market cap”), loss of trading liquidity (“trading volume”), and loss of substantial business opportunities. In aggregate the Company intends to seek monetary award(s), during trial, in excess of $4,000,000. That figure is expected to continually increase as additional time lapses. On September 29, 2016, the judge presiding over the case approved the ruled on the two outstanding motions filed on June 13, 2016. The motion to transfer the case to United States District Court for the District of New Jersey was approved, however the judge denied the defendants’ motion to dismiss the lawsuit. Depositions have commenced in this case. On May 23, 2017, the Company represented in person by Paul K. Silverberg and Seth M. Shaw at the Trenton Courthouse (New Jersey Federal District Court) sought a trial date and a ruling concerning the Company's request for assignment of a Jury. On that date, Judge Sheridan assigned the case a trial date of November 6, 2017, however, has not yet rendered a final ruling with respect to assignment of a jury to this trial. The case has been focused most recently on completion of the discovery phase and the Company has been taking numerous depositions and has furnished upon request, the documents requested by plaintiff's counsel. The Company has previously disclosed that it is seeking in excess of $4,000,000 in monetary damages at trial. While the specific details are strictly confidential, the Company has recently held a new round of settlement talks with plaintiff and malpractice insurance provider. These discussions may continue up till the trial date. The Company cannot predict whether or not the case will settle prior to trial. Lawsuit with Crystal Research Associates On December 9, 2015, Crystal Research Associates served the Company with a Lawsuit (filed in Supreme Court of the State of New York - County of New York) (Index No. 161962/2015), alleging that the Company owed to Crystal Research a total of $48,000. This money that Crystal Research alleged was owed is related to a March 13, 2014 "Public Relations Services" contract entered into by the Company’s previous CEO, Dr. Stella M. Sung. The Company has carefully reviewed the complaint filed by Crystal Research and believes that the contentions asserted by Crystal Research are incorrect. The case, as of June 30, 2017, is in discovery where a deadline has been set in next 60 days. At this time, there are ongoing settlement discussions with a possibility that this case will be settled prior to trial. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 14 – FAIR VALUE MEASUREMENTS The following summarizes the company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2017 and 2016: March 31, 2017 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 625 $ — $ — $ 625 Liabilities Derivative liabilities $ — $ 722,707 $ 722,707 March 31, 2016 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 750 $ — $ — $ 750 Liabilities Derivative liabilities $ — $ 670,577 $ 670,577 The estimated fair values of the Company’s derivative liabilities are as follows: Convertible Derivative Notes Liability Total Liabilities Measured at Fair Value Balance as of March 31, 2015 $ — $ 90,000 $ 90,000 Revaluation (gain) loss — 472,777 472,777 Derivative expense on new debt — 197,800 197,800 Issuances, net — (90,000 ) (90,000 ) Balance as of March 31, 2016 $ — $ 670,577 $ 670,577 Revaluation (gain) loss — 101,688 101,688 Derivative expense on new debt — 9,691 9,691 Original issue discount reflect in derivative liability — (6,358 ) (6,358 ) Derivative expense on converted debt (recorded as APIC), net OID — (52,891 ) (52,891 ) Ending balance as of March 31, 2017 $ — $ 722,707 $ 722,707 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Common Stock Issuances On April 3, 2017, the Company issued 19,252,740 common shares of stock at $0.0012 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $16,500 of principal and $6,603 of interest for the note dated May 28, 2015, having an original face value of $104,000. On April 6, 2017, the Company issued 50,000,000 common shares of stock to a noteholder at $0.00035 per share, Group 10 Holdings LLC, in accordance with a conversion notice, retiring $17,500 of principal for the note dated July 14, 2015, having an original face value of $96,000. On May 2, 2017, the Company issued 22,517,229 common shares of stock at $0.00104 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $16,500 of principal and $6,918 of interest for the note dated May 28, 2015, having an original face value of $104,000. On May 19, 2017, the Company issued 22,946,735 common shares of stock at $0.00072 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $11,550 of principal and $4,972 of interest for the note dated May 28, 2015, having an original face value of $104,000. On June 14, 2017, the Company issued 14,914,212 common shares of stock at $0.00064 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $6,600 of principal and $2,945 of interest for the note dated May 28, 2015, having an original face value of $104,000. On June 15, 2017, the Company issued 50,000,000 common shares of stock to a noteholder at $0.0004 per share, Group 10 Holdings LLC, in accordance with a conversion notice, retiring $20,000 of principal for the note dated July 14, 2015, having an original face value of $96,000. On June 15, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $95,000. This investment is structured as an equity private placement of 76,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes. On June 16, 2017, the Company issued 29,869,110 common shares of stock at $0.00064 per share, to a noteholder, Union Capital, LLC, in accordance with a conversion notice, retiring $13,200 of principal and $5,916 of interest for the note dated May 28, 2015, having an original face value of $104,000. On June 21, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $55,000. This investment is structured as an equity private placement of 44,000,000 at $0.00125. The Company will utilize this infusion of working capital for general and administrative purposes. On June 21, 2017, the Company issued 53,461,538 common shares of stock at $0.00052 per share to a noteholder, Adar Bays LLC, in accordance with a conversion notice, retiring $27,800 of principal for the note dated December 19, 2016, having a face value of $60,950. On June 29, 2017, the Company issued 75,000,000 common shares of stock to a noteholder at $0.0004 per share, Group 10 Holdings LLC, in accordance with a conversion notice, retiring $30,000 of principal for the note dated July 14, 2015, having an original face value of $96,000. Convertible Notes On April 3, 2017, a noteholder, Group 10 Holdings LLC transferred, to the Company, cash in the amount of $35,000 to fund a 12%, $40,000 convertible debenture with OID in the amount of $5,000 dated March 31, 2017 (see Note 8). May 2, 2017, GS Capital Partners, LLC funded a one year 8% $45,000 convertible note (the “GS Note”) dated On April 27, 2017. The GS Note has a maturity date of April 27, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. On May 11, 2017, the Company entered into an amendment agreement with a noteholder of three convertible notes (see Notes 7 and 8) amending provisions of the note agreements relative to the conversion provisions. All changes to the underlying convertible notes dated July 16, 2015; November 7, 2016 and March 31, 2017 are reflected in this document as amended. The noteholder (Group 10) agreed that the prevailing conversion price shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date the notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) two-tenths of a penny ($0.002). The conversion rate as originally stated was (a) sixty percent (60%) multiplied by the lowest closing price as of the date the notice of conversion is given (which represents a discount rate of forty percent (40%)). Further, the conversion price will be adjusted in the case where the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)); and if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than one tenth of a penny ($0.001) then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). The note as originally stated, the conversion price adjustment originally was to be triggered once the market capitalization was below two million dollars or if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than one tenth of a penny ($0.002) effectuating the conversion price of twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Additionally, the noteholder has waived clauses relative to the most favored nations clause and permitted indebtedness. On May 30, 2017, GS Capital Partners, LLC funded a one year 8% $45,000 convertible redeemable note in accordance with a securities purchase agreement dated March 30, 2017. The GS Note has a maturity date of May 30, 2018. This note has a default interest rate of 24%. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%. The holder is entitled to convert any amount of the principal and accrued interest of then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock for the fifteen (15) prior trading days. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. During the first six months the GS Note is in effect, the Company may redeem the note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. On June 15, 2017, Eagle Equities advanced the Company $8,000 as part of the back-end note under the securities purchase agreement, dated March 20, 2017, to sell two one year 8% convertible note in the amount of $70,000 ($35,000 each) (see Note 8). This back-end convertible note will mature in twelve-months. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 to a third party for administrative services. The holder of the first note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. On June 26, 2017, the Company settled an outstanding convertible note in full with a noteholder, Group 10 LLC, for a one time cash payment in the amount of $59,659. The convertible note dated March 31,2017 had a face value of $40,000. The Company will record, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. The noteholder is entitled, at its option, at any time after cash payment, to convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a price equal to $0.00125 per share. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Additionally, the Company will issue the noteholder 5,000,000 restricted shares as additional consideration for the purchase of the note as well as 16,000,000 five-year cashless warrants with an exercise price of $0.0035 per share. All the terms set forth, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. During the first six months this Note is in effect, the Company may redeem this note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days this note is in effect, then for an amount equal to 120% of the unpaid principal amount of this note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this note is in effect, but less than the 180th day this note is in effect, then for an amount equal to 133% of the unpaid principal amount of this note along with any accrued interest. This note may not be redeemed after 180 days. This note was funded on June 30, 2017. Legal Matters On May 23, 2017, the Company represented in person by Paul K. Silverberg and Seth M. Shaw at the Trenton Courthouse (New Jersey Federal District Court) sought a trial date and a ruling concerning the Company's request for assignment of a Jury. On that date, Judge Sheridan assigned the case a trial date of November 6, 2017, however, has not yet rendered a final ruling with respect to assignment of a jury to this trial. The case has been focused most recently on completion of the discovery phase and the Company has been taking numerous depositions and has furnished upon request, the documents requested by plaintiff's counsel. The Company has previously disclosed that it is seeking in excess of $4,000,000 in monetary damages at trial. While the specific details are strictly confidential, the Company has recently held a new round of settlement talks with plaintiff and malpractice insurance provider. These discussions may continue up till the trial date. The Company cannot predict whether or not the case will settle prior to trial. Other Matters On June 27, 2017, the Company wired $20,000 to Ice + Jam as an advanced payment on initial inventory base of 10,000-15,000 units with completed display cases and promotional literature for the contemplated launch. The Company has focused its efforts on securing potential distribution channels to the retail marketplace, as well as the improvement of the HERMAN product; inclusive of the label and graphics. The Company plans a mid to late autumn 2017 launch period to capitalize on the potential market demand associated with seasonality. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. All inter-company transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Revenue is recognized when realized or realizable, and when the earnings process is complete, which is generally upon the shipment of products. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit. |
Cash Equivalents | Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2017, the Company had no cash at any financial institution which exceeded the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. The Company had no cash equivalents as of March 31, 2017. |
Inventory | Inventory Inventory consisted of raw materials, production in progress and finished goods and is stated at the lower of cost or market determined by the first-in, first-out method. The Company sold off all of its segments that had inventory during the year ended March 31, 2016. As of March 31, 2017, the Company has prepaid $2,190 worth of product that has not been delivered. It is reflected in prepaid expenses on the Consolidated Balance Sheet. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. |
Intangible Assets | Intangible Assets Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition. |
Net Loss Per Common Share | Net Loss Per Common Share The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings per Share (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the years ended March 31, 2017 and 2016 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these years. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period. The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company has adopted ASC 220 effective January 1, 2012 which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss). |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. |
Research and Development | Research and Development The Company expenses research and development costs as incurred. Research and development costs were $108,942 and $0 for the years ended March 31, 2017 and 2016. The Company is continually evaluating products and technologies in the natural wellness space, including its focus on muscle tension. As the Company investigates and develops relationships in these areas resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of entities. |
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial instruments classified as Level 1 - quoted prices in active markets include cash. These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017 and 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss). During the years ended March 31, 2017 and 2016, the Company utilized an expected life ranging from 91 days to 311 days based upon the look-back period of its convertible debentures and notes and volatility of 125%. On May 28, 2015, the Company entered into a 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of May 28, 2016 (the “Union Note”) which contains an anti-ratchet clause for the conversion of this Union Note, the Company recorded a derivative liability in the amount of $200,058 (as a result the entire note was discounted). During the year ended March 31, 2017, the noteholder (Union Capital) has converted $49,800 of principal and $18,167 in accrued interest into 56,639,501 shares of common stock. As a result of these conversions, the derivative liability was adjusted by $37,350 with a corresponding adjustment to additional paid in capital. On July 14, 2015, the Company entered into a 12% Convertible Redeemable Note with the principal amount of $96,000 issued with an original issue discount of $16,000. The derivative liability recorded on this note was $153,326 (as a result the entire note was discounted). On August 3, 2016, the Company entered into a 12% Convertible Redeemable Note with the principal amount of $48,000 issued with an original issue discount of $8,000. The derivative liability recorded on this note was $48,871 (as a result the entire note was discounted). As a result of the issuance of this note containing more beneficial terms of conversion, the Union Note will now be convertible at the lower of the lesser of (a) sixty percent (60%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of forty percent (40%)) or (b) one half penny ($0.005). On November 7, 2016, the noteholder (Group 10) converted this note into 44,000,000 common shares at a total value of $50,160 ($0.00114) which included $2,160 of accrued interest. As a result of this conversion the derivative liability was eliminated with a corresponding adjustment to additional paid in capital in the amount of $15,540 after taking effect to all fair value adjustments up through the date of conversion. On November 7, 2016, the Company entered into a 12% Convertible Redeemable Note with the principal amount of $45,000 issued with an original issue discount of $7,000. The derivative liability recorded on this note was $45,820 (as a result the entire note was discounted). In the years ended March 31, 2017 and 2016, the Company recognized a loss on the fair value of the derivative liability in the amount of $86,088 and $277,700, respectively. In addition, the Company recognized derivative expense on the initial recognition of the derivative liabilities in the years ended March 31, 2017 and 2016 of $9,691 and $197,800, respectively. As of March 31, 2017, and 2016, the derivative liability amounted to $722,707 and $670,577, respectively. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of March 31, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments” In March 2016, the FASB issues ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718)”, or ASU No. 2016-09. The amendments of ASU No. 2016-09 were issues as part of the FASB’s simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. The amendments focused on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company will evaluate the effect of ASU 2016-09 for future periods as applicable. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” “Revenue from Contracts with Customers, Deferral of the Effective Date” “Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients” There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. |
Subsequent Events | Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Consolidated Statement of Discontinued Operations | As a result of the disposal of this business, the Company reported a loss on disposal of $104,957, as reflected in the chart below: For the Years Ended March 31, 2017 2016 Revenues $ - $ 51,062 Cost of goods sold - 14,472 Gross profit - 36,590 Operating expenses General and administrative - 26,790 Depreciation and amortization expense - 803 Total operating expenses - 27,593 Income from discontinued operations $ - 8,997 |
Schedule of Loss on Disposal of Subsidiary | Cash $ 19,219 Inventory, at cost 81,198 Prepaid expenses 16,461 Property and equipment, net 8,541 Less cash received for sale of inventory (20,462 ) Loss on disposal of continuing operations $ 104,957 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: March 31, 2017 March 31, 2016 Estimated Life Computers, office furniture and equipment $ 57,023 $ 55,942 3-5 years Less: accumulated depreciation (56,062 ) (49,028 ) Net $ 961 $ 6,914 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Cost of Patent and Related Amortization | The cost of the patent and related amortization at December 22, 2016 is as follows, prior to the sale: Fair Value Estimated Life Cash advanced on signing the memorandum of understanding and closing agreement $ 100,000 16.5 years Fair value of the warrant for 100,000,000 shares of the Company’s common stock 1,710,000 Total 1,810,000 Less amortization in the year ended March 31, 2015 18,540 Net value at March 31, 2015 prior to impairment $ 1,791,460 Impairment in the year ended March 31, 2015 1,791,460 Net value for the year ended March 31, 2016 and at December 22, 2016 — |
Convertible Notes and Derivat27
Convertible Notes and Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Schedule of Convertible Notes Payable Containing Derivative Liabilities | Convertible notes payable containing derivative liabilities consisted of the following as of March 31: 2017 2016 Convertible note payable – Union Capital – (May 15) (a) $ 121,800 $ 104,000 Convertible note payable - Group 10 - (Jul 15) (b) 113,280 96,000 Convertible note payable - Group 10 - (Aug 16) (c) - - Convertible note payable - Group 10 - (Nov 16) (d) 45,000 - Total convertible notes payable, current 280,080 200,000 Less discounts: reflected as derivative liabilities (280,080 ) (200,000 ) Total convertible notes payable, net of discounts $ - $ - (a) Twelve-month $104,000 convertible note, dated May 28, 2015 bearing interest at the rate of 7% per annum, and having a default rate of 24%. The note matured in May 2016. The Company granted noteholder 12,500,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 50% to $156,000, then increased again another 10% to $171,600. Pursuant to the terms of the Union Note, at any time Union may convert any principal and interest due to it at a 20% discount to the lowest closing bid price of Company common stock for the five trading days prior to the conversion notice. Additionally, the discount will be adjusted on a ratchet basis in the event the Company offers a more favorable discount rate or look-back period to a third party during the term of the Union. As of March 31, 2017, Union has converted $49,800 of principal and $18,167 of interest of this note. As of March 31, 2017, this note had accrued interest of $48,504. As of March 31, 2017, the value of the derivative liability related to this note is $109,498. Subsequent to March 31, 2017, the noteholder converted $64,350 of principal and $27,354 of accrued interest for 109,500,026 common shares. (b) Twelve-month $96,000 convertible note, bearing 20% OID, dated July 14, 2015 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 15,000,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 18% to $113,280. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). As of March 31, 2017, this note had accrued interest of $34,891. On December 6, 2016, Group 10 formally notified the Company of the amount of the default penalty being charged under their default penalty clause. This penalty resulted in the amount of $348,000. The current amount as demanded by the note holder was recorded as interest expense. As of March 31, 2017 the value of the derivative liability related to this note is $467,419. Subsequent to March 31, 2017, the noteholder converted $67,500 of principal for 175,000,000 common shares. (c) Twelve-month $48,000 convertible note, with OID in the amount of $8,000, dated August 3, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. For the period of October 1, 2016 to December 5, 2016, the Company was not current with its reporting responsibilities under Section 13 of the Exchange Act and failed to timely file, when due, any SEC reports (10K and 10Q’s) was considered an event of default. Following the occurrence and during the continuance of an event of default, the Company agreed to pay to the holder in the amount equal to one thousand dollars ($1,000) per business day commencing the business day following the date of the event of default. The default penalty of $45,000 for the period of 45 days was settled for 10,000,000 common shares of Company stock ($0.0045 per share). This amount was recorded as interest expense. On November 7, 2016, the holder converted $50,160 ($0.00114 per share) into 44,000,000 common shares. The note had a face value of $48,000 with accrued interest of $2,160. (d) Twelve-month $45,000 convertible note, with OID in the amount of $7,000, dated November 7, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note will mature in November 2017. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. If any event of default occurs, the outstanding principal shall be increased to one hundred eighteen percent (118%) of the outstanding principal. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. As of March 31, 2017 accrued interest was $2,130. As of March 31, 2017 the value of the derivative liability related to this note is $152,272. |
Notes Payable to Individuals 28
Notes Payable to Individuals and Companies (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Individuals and Companies | Notes payable to individuals and companies consisted of the following as of March 31: 2017 2016 Convertible note payable - Group 10 - (Mar 17) (a) $ - $ - Alternative Strategy Partners PTE Ltd. (b) 90,000 90,000 ADAR Bays -Dec 2016 (c) 67,045 - ADAR Bays -Feb 2017 (d) 27,500 - Eagle Equities, LLC - Jan 2017 (e) 18,000 - Eagle Equities, LLC - Mar 2017 (f) 35,000 - Individuals – June 2015 (g) 20,000 115,000 Individuals – Feb to April 2013 (h) 48,775 48,775 Total notes payable and convertible notes 306,320 253,775 Less - current portion of these notes (306,320 ) (253,775 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Twelve-month $40,000 convertible note with OID in the amount of $5,000 dated March 31, 2017. As additional consideration for the purchase of the note, the Company shall issue 15,000,000 commitment shares. This note bears 12% interest per annum with a default interest rate of 18%. In the event default occurs, the outstanding principal amount of this debenture shall increase to one hundred eighteen percent (118%) of the outstanding principal amount of this debenture. The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrower’s common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. Prepayments after one hundred eighty (180) days but before maturity are subject to the approval of holder. The note was effective as of March 31, 2017 however not funded as of March 31, 2017. Funding occurred April 3, 2017, therefore this amount is not included in the balance of notes payable and there was no accrued interest reflected as of March 31, 2017. On June 26, 2017, the Company settled this note in full for a one time cash payment in the amount of $59,659. The Company will record, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. (b) Three-month $180,000 non-convertible note dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash from the note of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but there was never any documentation provided to support this $90,000. The Company is in dispute with the noteholder, and has not recorded this liability as of March 31, 2017 or 2016. If the proper documentation is provided to the Company, they will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible debenture. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of March 31, 2017, the Company has accrued interest $15,738. (c) Fifty-eight day $60,950 convertible note dated December 19, 2016, with OID in the amount of $7,950 bearing an interest rate of 12% with a default interest rate of 24%. As additional consideration for the purchase of the note, the Company issued the note holder 5,000,000 common share as commitment shares recorded at a value of $32,000 ($0.0065 per share). The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. Since this note was not paid at maturity, the outstanding principal due under this note increased by 10% to $67,045. This note is further guaranteed by Seth Shaw, Chief Executive Officer of the Company. Mr. Shaw pledged 37,500,000 shares of his Common Stock as collateral for payment obligation under this note. As of March 31, 2017, the Company has accrued interest $3,126. On June 21, 2017, the Company issued 53,461,538 common shares of stock at $0.00052 per share under a conversion notice submitted by the note holder, retiring $27,800 of principal. (d) Twelve-month $27,500 convertible note dated February 8, 2017, with 10% OID in the amount of $2,500 bearing an interest rate of 8% with a default rate of 24%. The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. As of March 31, 2017, the Company has accrued interest of $307. (e) Twelve-month $18,000 convertible note dated January 27, 2017 bearing an interest rate of 8% with a default interest rate of 24%. The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. Further, if a breach of Company becoming delinquent in its periodic report filings with the Securities and Exchange Commission occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. As of March 31, 2017, the Company has accrued interest of $249. (f) Two-twelve-month convertible notes as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). As additional consideration for the purchase of the note, the Company issued note holder 16,000,000 shares of restricted common stock valued at $43,200 ($0.0027 per share.) Both notes mature on March 20, 2018. On March 22, 2017, the noteholder funded the first note through the direct payment of cash to third parties. The holder of the notes is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. As of March 31, 2017, the Company has accrued interest of $84. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 in the form of a direct payment to a third party. On June 15, 2017, the Company was advanced $8,000 towards the second note. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. (g) On June 1, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with various accredited investors for the sale of certain debentures with aggregate gross proceeds to the Company of $133,000 ($18,000 of which was to a related party). Pursuant to the terms of the agreement, the investors were granted 13,300,000 shares of Company common stock for a commitment fee. These shares were issued on June 15, 2016. Additionally, the Company was required to repay the amounts raised under the Purchase Agreement prior to December 1, 2015 except as described below. The Purchase Agreement provided the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Company’s VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015, which the Company has done. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock, which were issued on June 15, 2016 to settle all obligations under these Purchase Agreements with the exception of one individual note holder in the amount of $20,000, which remains outstanding as of March 31, 2017. Accrued interest on this note as of March 31, 2017 is $4,000. (h) Individual notes issued to 6 individuals bearing an interest rate of 8%. These notes were issued from February through April 2013. The notes are convertible into common stock of the Company at $0.025 per share. During the years ended March 31, 2017 and 2016 no notes were converted to common stock. Accrued interest on these notes as of March 31, 2017 is $17,127. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Schedule of Warrants Activity | The following table summarizes warrant activity for the years ended March 31, 2017 and 2016: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2015 106,941,932 $ 0.02 4.49 Years $ 10,050,000 Granted - - Expired - - Exercised (29,188,403 ) (0.01 ) Canceled - - Outstanding at March 31, 2016 77,303,529 $ 0.02 3.49 Years $ 10,050,000 Granted 37,350,000 0.01 2.44 Years - Expired - - Exercised - - Canceled (23,134,118 ) (0.02 ) Outstanding and exercisable at March 31, 2017 91,519,411 $ 0.02 3.41 Years $ - |
Schedule of Stock Options Activity | The following table summarizes option activity for the years ended March 31, 2017 and 2016: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2015 10,000,000 $ 0.10 6.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2016 10,000,000 $ 0.10 5.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at March 31, 2017 10,000,000 $ 0.10 4.85 Years $ — |
Warrants [Member] | |
Schedule of Warrants Assumptions Under Black-Scholes Pricing Model | The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Year Ended March 31, 2017 Year Ended March 31, 2016 Volatility 203 % n/a Risk-free rate 0.66 % n/a Dividend - - Expected life of warrants 2.35 n/a |
Stock Options [Member] | |
Schedule of Warrants Assumptions Under Black-Scholes Pricing Model | The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options: Volatility 220 % Expected dividend rate - Expected life of options in years 10 Risk-free rate 1.87 % |
Provision For Income Taxes (Tab
Provision For Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following: March 31, 2017 March 31, 2016 Net operating losses $ 8,479,000 $ 7,670,000 Valuation allowance (8,479,000 ) (7,670,000 ) $ - $ - |
Schedule of Reconciliation of Effective Tax Rate as Percentage of Income before Taxes and Federal Statutory Rate | A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and the federal statutory rate for the years ended March 31, 2017 and 2016 is summarized as follows. 2017 2016 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefits (3.3 ) (3.3 ) Foreign tax (0.3 ) (0.3 ) Valuation allowance 37.6 37.6 0 % 0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following summarizes the company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2017 and 2016: March 31, 2017 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 625 $ — $ — $ 625 Liabilities Derivative liabilities $ — $ 722,707 $ 722,707 March 31, 2016 Level 1 Level 2 Level 3 Total Assets Investment-available-for-sale security $ 750 $ — $ — $ 750 Liabilities Derivative liabilities $ — $ 670,577 $ 670,577 |
Schedule of Fair Values of Derivative Liabilities | The estimated fair values of the Company’s derivative liabilities are as follows: Convertible Derivative Notes Liability Total Liabilities Measured at Fair Value Balance as of March 31, 2015 $ — $ 90,000 $ 90,000 Revaluation (gain) loss — 472,777 472,777 Derivative expense on new debt — 197,800 197,800 Issuances, net — (90,000 ) (90,000 ) Balance as of March 31, 2016 $ — $ 670,577 $ 670,577 Revaluation (gain) loss — 101,688 101,688 Derivative expense on new debt — 9,691 9,691 Original issue discount reflect in derivative liability — (6,358 ) (6,358 ) Derivative expense on converted debt (recorded as APIC), net OID — (52,891 ) (52,891 ) Ending balance as of March 31, 2017 $ — $ 722,707 $ 722,707 |
Basis of Operations (Details Na
Basis of Operations (Details Narrative) - USD ($) | Jun. 27, 2017 | Dec. 23, 2016 | Jan. 28, 2014 | Oct. 29, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 22, 2016 |
License agreement period | 10 years | ||||||
Issuance warrants to purchase of common stock | 100,000,000 | 75,000,000 | |||||
Common stock value | $ 1,100,000 | $ 17,349 | $ 12,199 | ||||
Additional paid in capital | $ 50,000 | ||||||
Business acquisition fair value | $ 2,000,000 | ||||||
Business acquisition description | In addition, the Company paid Bacterial Robotics, LLC (BRLLC), formerly the parent company of Pilus, $50,000 on signing the memorandum of understanding and $50,000 at the time of closing. | ||||||
Sign memorandum of understanding and time of closing value | $ 50,000 | ||||||
Business acquisition of common stock | 100,000,000 | ||||||
Contingent liability | 75,000 | ||||||
Common stock shares issued value | $ 428,500 | ||||||
Prepaid deposit | $ 2,190 | ||||||
License agreement extended term | 12 months | ||||||
Prepaid inventory | $ 20,000 | ||||||
Initial inventory base description | inventory base of 10,000-15,000 units | ||||||
Net loss | $ 2,271,300 | 2,569,153 | |||||
Cash in operating activities | 651,129 | $ 395,536 | |||||
Open Therapeutics, LLC [Member] | |||||||
Number of warrant cancelled shares of common stock | 23,134,118 | ||||||
Percentage of membership interest sold | 80.00% | ||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | ||||||
Contingent liability | 75,000 | $ 75,000 | |||||
Percentage of vote membership interest | 20.00% | ||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | |||||||
Issuance warrants to purchase of common stock | 28,917,647 | ||||||
Number of warrant cancelled shares of common stock | 23,134,118 | ||||||
Percentage of membership interest sold | 80.00% | ||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | ||||||
Percentage of net profit generated | 20.00% | ||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||
Percentage of vote membership interest | 20.00% | ||||||
License Agreement [Member] | |||||||
Profit sharing description | Under terms of the License Agreement, the Company will market Ice + Jams proprietary Cupuacu Butter lip balm, sold under the trademark HERMAN and the two companies will evenly share (50% / 50%) any profits through the Companys marketing, sales, and distribution efforts. | ||||||
One-time upfront non-refundable license fee | $ 9,810 | ||||||
Number of common stock shares issued | 5,000,000 | ||||||
Common stock shares issued value | $ 27,500 | ||||||
Shares issued price per share | $ 0.005 | ||||||
Prepaid deposit | $ 2,190 | ||||||
Inventory purchase units | 1,500 | ||||||
Inventory purchase units cost | $ 1.46 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 07, 2016 | May 28, 2015 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Aug. 03, 2016 | Jul. 14, 2015 |
Cash FDIC insured amount | $ 250,000 | $ 250,000 | |||||
Prepaid expenses | 2,190 | 2,190 | $ 2,500 | ||||
Research and development costs | $ 108,942 | ||||||
Fair value expected volatility rate | 125.00% | 125.00% | |||||
Accrued interest | $ 18,167 | ||||||
Original issue of discount | (280,080) | (280,080) | $ (200,000) | ||||
Change in derivative liability | 86,088 | 277,700 | |||||
Derivative expense | 9,691 | 197,800 | |||||
Derivative liability | 722,707 | $ 722,707 | $ 670,577 | ||||
Lease terms | A lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. | ||||||
Group 10 Holdings LLC [Member] | |||||||
Debt, interest rate | 12.00% | ||||||
Convertible redeemable debt principal amount | $ 45,000 | ||||||
Conversion of derivative liability | 45,820 | ||||||
Accrued interest | 2,160 | ||||||
Original issue of discount | $ 7,000 | ||||||
Notes conversion value per share | $ 0.00114 | ||||||
Note converted into common shares | 44,000,000 | ||||||
Notes conversion value | $ 50,160 | ||||||
Adjustment to additional paid in capital conversion of derivative liability eliminated | 15,540 | ||||||
Union Capital [Member] | 7% Convertible Redeemable Note [Member] | |||||||
Debt, interest rate | 7.00% | ||||||
Convertible redeemable debt principal amount | $ 104,000 | 49,800 | $ 49,800 | ||||
Convertible redeemable debt maturity date | May 28, 2016 | ||||||
Conversion of derivative liability | $ 200,058 | $ 37,350 | 37,350 | ||||
Accrued interest | $ 18,167 | ||||||
Debt instruments conversion into share | 56,639,501 | ||||||
Convertible debt conversion description | As a result of the issuance of this note containing more beneficial terms of conversion, the Union Note will now be convertible at the lower of the lesser of (a) sixty percent (60%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of forty percent (40%)) or (b) one half penny ($0.005). | ||||||
Debt lower closing price rate | 60.00% | ||||||
Debt discount rate percentage | 40.00% | 40.00% | |||||
Notes conversion value per share | $ 0.005 | $ 0.005 | |||||
Union Capital [Member] | 12% Convertible Redeemable Note [Member] | |||||||
Debt, interest rate | 12.00% | ||||||
Convertible redeemable debt principal amount | $ 96,000 | ||||||
Conversion of derivative liability | 153,326 | ||||||
Original issue of discount | $ 16,000 | ||||||
Union Capital [Member] | 12% Convertible Note [Member] | |||||||
Debt, interest rate | 12.00% | ||||||
Convertible redeemable debt principal amount | $ 48,000 | ||||||
Conversion of derivative liability | 48,871 | ||||||
Original issue of discount | $ 8,000 | ||||||
Minimum [Member] | |||||||
Fair value assumptions expected term | 91 days | 91 days | |||||
Maximum [Member] | |||||||
Fair value assumptions expected term | 311 days | 311 days |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Aug. 11, 2015 | |
Loss on disposal | $ 104,957 | ||
Assets or liabilities from discontinued operations | |||
TopiCanna and Cannabis [Member] | |||
Inventory sold for cash | $ 20,462 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Consolidated Statement of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 51,062 | |
Cost of goods sold | 14,472 | |
Gross profit | 36,590 | |
General and administrative | 26,790 | |
Depreciation and amortization expense | 803 | |
Total operating expenses | 27,593 | |
Income from discontinued operations | $ 8,997 |
Discontinued Operations - Sch36
Discontinued Operations - Schedule of Loss On Disposal of Subsidiary (Details) - Natural Wellness Subsidiary [Member] | Mar. 31, 2017USD ($) |
Cash | $ 19,219 |
Inventory, at cost | 81,198 |
Prepaid expenses | 16,461 |
Property and equipment, net | 8,541 |
Less cash received for sale of inventory | (20,462) |
Loss on disposal of continuing operations | $ 104,957 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 7,034 | $ 9,832 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Computers, office furniture and equipment | $ 57,023 | $ 55,942 |
Less: accumulated depreciation | (56,062) | (49,028) |
Net | $ 961 | $ 6,914 |
Minimum [Member] | Computers, Office Furniture And Equipment [Member] | ||
Property and equipment useful life | 3 years | |
Maximum [Member] | Computers, Office Furniture And Equipment [Member] | ||
Property and equipment useful life | 5 years |
Commitment (Details Narrative)
Commitment (Details Narrative) | Jun. 27, 2017USD ($) | Dec. 23, 2016USD ($)units$ / shares |
Commitments and Contingencies Disclosure [Abstract] | ||
Prepaid deposit | $ 2,190 | |
Number of units purchased | units | 1,500 | |
Per unit cost | $ / shares | $ 1.46 | |
Prepaid inventory | $ 20,000 | |
Initial inventory base description | inventory base of 10,000-15,000 units |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Oct. 29, 2013 | Feb. 19, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2017 | Dec. 23, 2016 | Dec. 22, 2016 |
Common stock issued | 1,219,820,933 | 1,734,920,049 | ||||||
Common stock outstanding | 1,219,820,933 | 1,734,920,049 | ||||||
Contingent liability | $ 75,000 | |||||||
Bacterial Robotics, LLC [Member] | ||||||||
Deposit amount | $ 25,000 | |||||||
Warrants issuance period | 5 years | |||||||
Issuance of warrants to purchase of common stock | 75,000,000 | |||||||
Stock issued during period value | $ 1,139,851 | |||||||
Cash | $ 25,000 | |||||||
Amortization fee | $ 1,189,851 | |||||||
License agreement term | 10 years | |||||||
Accumulated amortization cost | $ 48,952 | |||||||
Impairment charge | $ 1,140,899 | |||||||
Licensing fees | $ 1,189,851 | |||||||
Open Therapeutics, LLC [Member] | ||||||||
Membership interest percentage | 80.00% | |||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | |||||||
Percentage of vote membership interest | 20.00% | |||||||
Number of warrant cancelled shares of common stock | 23,134,118 | |||||||
Contingent liability | $ 75,000 | $ 75,000 | ||||||
Pilus Energy [Member] | ||||||||
Membership interest percentage | 20.00% | |||||||
Breathe Ecig Corp [Member] | ||||||||
Number of stock sold during period | 10,869,565 | |||||||
License agreement term | 2 years | |||||||
Licensing fees | $ 100,000 | |||||||
Sale of stock during period | 100,000 | |||||||
Written off expenses | $ 100,000 | |||||||
Green Hygienics, Inc. [Member] | ||||||||
Licensing fees | $ 250,000 | |||||||
ITL [Member] | ||||||||
Proceeds from legal settlement by ITL | $ 20,000 | |||||||
Percentage of issued and outstanding shares | 9.00% | |||||||
Common stock issued | 3,280,000 | |||||||
Common stock outstanding | 3,280,000 | |||||||
Number of stock sold during period | 3,280,000 | |||||||
Number of stock sold during period, value | $ 125,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Cost of Patent and Related Amortization (Details) - Patents [Member] - USD ($) | 9 Months Ended | |
Dec. 22, 2016 | Dec. 23, 2016 | |
Cash advanced on signing the memorandum of understanding and closing agreement | $ 100,000 | |
Fair value of the warrant for 100,000,000 shares of the Company's common stock | 1,710,000 | |
Total | 1,810,000 | |
Less amortization | 18,540 | |
Net value prior to impairment | 1,791,460 | |
Impairment | 1,791,460 | |
Net value | ||
Estimated Life | 16 years 6 months |
Intangible Assets - Schedule 42
Intangible Assets - Schedule of Cost of Patent and Related Amortization (Details) (Parenthetical) | 9 Months Ended |
Dec. 22, 2016shares | |
Patents [Member] | |
Number of warrant issued shares of common stock | 100,000,000 |
Convertible Notes and Derivat43
Convertible Notes and Derivative Liabilities (Details Narrative) | Mar. 31, 2015USD ($) |
Class B Warrants [Member] | Hanover Holdings I, LLC [Member] | |
Derivative liability associated with convertible notes | $ 90,000 |
Convertible Notes and Derivat44
Convertible Notes and Derivative Liabilities - Schedule of Convertible Notes Payable Containing Derivative Liabilities (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Total convertible notes payable, current | $ 280,080 | $ 200,000 | |
Less discounts: reflected as derivative liabilities | (280,080) | (200,000) | |
Total convertible notes payable, net of discounts | |||
Convertible Note Payable - Union Capital - (May 15) [Member] | |||
Total convertible notes payable, current | 121,800 | [1] | 104,000 |
Convertible note payable - Group 10 - (Jul 15) [Member] | |||
Total convertible notes payable, current | 113,280 | [2] | 96,000 |
Convertible note payable - Group 10 - (Aug 16) [Member] | |||
Total convertible notes payable, current | [3] | ||
Convertible note payable - Group 10 - (Nov 16) [Member] | |||
Total convertible notes payable, current | $ 45,000 | [4] | |
[1] | Twelve-month $104,000 convertible note, dated May 28, 2015 bearing interest at the rate of 7% per annum, and having a default rate of 24%. The note matured in May 2016. The Company granted noteholder 12,500,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company’s annual report with the Securities and Exchange Commission (“SEC”) violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 50% to $156,000, then increased again another 10% to $171,600. Pursuant to the terms of the Union Note, at any time Union may convert any principal and interest due to it at a 20% discount to the lowest closing bid price of Company common stock for the five trading days prior to the conversion notice. Additionally, the discount will be adjusted on a ratchet basis in the event the Company offers a more favorable discount rate or look-back period to a third party during the term of the Union. As of March 31, 2017, Union has converted $49,800 of principal and $18,167 of interest of this note. As of March 31, 2017, this note had accrued interest of $48,504. As of March 31, 2017, the value of the derivative liability related to this note is $109,498. Subsequent to March 31, 2017, the noteholder converted $64,350 of principal and $27,354 of accrued interest for 109,500,026 common shares. | ||
[2] | Twelve-month $96,000 convertible note, bearing 20% OID, dated July 14, 2015 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 15,000,000 shares of Company common stock for a commitment fee in consideration of the note. Under the note, the Company entered into default on July 15, 2015 with the delisting from the OTCQB Exchange resulting from failure to timely file the Company's annual report with the Securities and Exchange Commission ("SEC") violating Regulation SX, Rule 2-01 as a direct result of the Company not being able to obtain properly audited financial statements. Due to the breach of delisting the outstanding principal due under this note was increased by 18% to $113,280. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the "conversion shares") which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower's common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). As of March 31, 2017, this note had accrued interest of $34,891. On December 6, 2016, Group 10 formally notified the Company of the amount of the default penalty being charged under their default penalty clause. This penalty resulted in the amount of $348,000. The current amount as demanded by the note holder was recorded as interest expense. As of March 31, 2017 the value of the derivative liability related to this note is $467,419. Subsequent to March 31, 2017, the noteholder converted $67,500 of principal for 175,000,000 common shares. | ||
[3] | Twelve-month $48,000 convertible note, with OID in the amount of $8,000, dated August 3, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note matured in May 2016. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. For the period of October 1, 2016 to December 5, 2016, the Company was not current with its reporting responsibilities under Section 13 of the Exchange Act and failed to timely file, when due, any SEC reports (10K and 10Q’s) was considered an event of default. Following the occurrence and during the continuance of an event of default, the Company agreed to pay to the holder in the amount equal to one thousand dollars ($1,000) per business day commencing the business day following the date of the event of default. The default penalty of $45,000 for the period of 45 days was settled for 10,000,000 common shares of Company stock ($0.0045 per share). This amount was recorded as interest expense. On November 7, 2016, the holder converted $50,160 ($0.00114 per share) into 44,000,000 common shares. The note had a face value of $48,000 with accrued interest of $2,160. | ||
[4] | Twelve-month $45,000 convertible note, with OID in the amount of $7,000, dated November 7, 2016 bearing interest at the rate of 12% per annum, and having a default rate of 18%. The note will mature in November 2017. The Company granted noteholder 8,000,000 shares of Company common stock for a commitment fee in consideration of the note. If any event of default occurs, the outstanding principal shall be increased to one hundred eighteen percent (118%) of the outstanding principal. The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the “conversion shares”) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrower’s common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. As of March 31, 2017 accrued interest was $2,130. As of March 31, 2017 the value of the derivative liability related to this note is $152,272. |
Convertible Notes and Derivat45
Convertible Notes and Derivative Liabilities - Schedule of Convertible Notes Payable Containing Derivative Liabilities (Details) (Parenthetical) - USD ($) | Feb. 08, 2017 | Dec. 19, 2016 | Nov. 07, 2016 | Aug. 03, 2016 | Sep. 23, 2015 | Jul. 14, 2015 | May 28, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Principal converted value | $ 49,800 | ||||||||
Debt interest | 18,167 | ||||||||
Debt interest converted into shares | 378,550 | $ 191,000 | |||||||
Penalty amount | 348,000 | ||||||||
Original issue of discount | $ (280,080) | $ (200,000) | |||||||
Convertible Note One [Member] | |||||||||
Number of shares issued to convert debt to equity | 109,500,026 | ||||||||
Principal converted value | $ 64,350 | ||||||||
Debt interest converted into shares | 27,354 | ||||||||
Convertible Note One [Member] | |||||||||
Convertible note, face amount | $ 104,000 | $ 40,000 | |||||||
Debt instrument, interest rate | 7.00% | 12.00% | |||||||
Convertible note, default rate | 24.00% | 18.00% | |||||||
Debt maturity date | The note matured in May 2016 | ||||||||
Number of common shares granted in consideration for commitment fee of note | 12,500,000 | 15,000,000 | |||||||
Debt conversion discount to lowest closing bid price, percent | 20.00% | ||||||||
Accrued interest | $ 48,504 | ||||||||
Derivative liability | $ 109,498 | ||||||||
Debt conversion, description | The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrowers common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. | ||||||||
Percentage of share price multiplied by the lowest closing price | 50.00% | ||||||||
Discount rate | 50.00% | ||||||||
Original issued discount | $ 5,000 | ||||||||
Convertible Note One [Member] | Maximum [Member] | |||||||||
Increase in outstanding principal due, percentage | 50.00% | ||||||||
Increase decrease in convertible notes payable | $ 156,000 | ||||||||
Convertible Note Two [Member] | |||||||||
Convertible note, face amount | $ 180,000 | $ 96,000 | |||||||
Debt instrument, interest rate | 11.50% | 12.00% | |||||||
Convertible note, default rate | 18.00% | ||||||||
Debt maturity date | The note matured in December 2015. | The note matured in May 2016 | |||||||
Number of shares issued to convert debt to equity | 175,000,000 | ||||||||
Number of common shares granted in consideration for commitment fee of note | 15,000,000 | ||||||||
Increase in outstanding principal due, percentage | 18.00% | ||||||||
Outstanding principal due | $ 113,280 | ||||||||
Debt conversion discount to lowest closing bid price, percent | 50.00% | ||||||||
Principal converted value | $ 67,500 | ||||||||
Accrued interest | 34,891 | ||||||||
Derivative liability | $ 467,419 | ||||||||
Original issue discount, percent | 20.00% | ||||||||
Debt conversion, description | The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). | If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). | |||||||
Percentage of share price multiplied by the lowest closing price | 25.00% | ||||||||
Discount rate | 75.00% | ||||||||
Debt conversion price, percentage | 25.00% | ||||||||
Convertible Note Two [Member] | Maximum [Member] | |||||||||
Increase in outstanding principal due, percentage | 10.00% | ||||||||
Outstanding principal due | $ 171,600 | ||||||||
Convertible Note Three [Member] | |||||||||
Convertible note, face amount | $ 60,950 | $ 48,000 | $ 48,000 | ||||||
Debt instrument, interest rate | 12.00% | 12.00% | |||||||
Convertible note, default rate | 24.00% | 18.00% | |||||||
Debt maturity date | The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Companys common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. | The note matured in May 2016 | |||||||
Number of common shares granted in consideration for commitment fee of note | 5,000,000 | 8,000,000 | 10,000,000 | ||||||
Principal converted value | $ 32,000 | ||||||||
Accrued interest | 2,160 | ||||||||
Derivative liability | $ 2,160 | ||||||||
Percentage of share price multiplied by the lowest closing price | 80.00% | ||||||||
Discount rate | 20.00% | ||||||||
Debt conversion price, percentage | 65.00% | ||||||||
Penalty amount | 45,000 | ||||||||
Original issued discount | $ 7,950 | $ 8,000 | |||||||
Debt default business per day | $ 1,000 | ||||||||
Shares issued price per share | $ 0.0065 | $ 0.0045 | |||||||
Conversion of stock, amount | $ 50,160 | ||||||||
Conversion of stock, shares | 44,000,000 | ||||||||
Common stock conversion price per share | $ 0.00114 | ||||||||
Convertible Note Three [Member] | Maximum [Member] | |||||||||
Discount rate | 35.00% | ||||||||
Convertible Note Four [Member] | |||||||||
Convertible note, face amount | $ 27,500 | $ 45,000 | |||||||
Debt instrument, interest rate | 8.00% | 12.00% | |||||||
Convertible note, default rate | 24.00% | 18.00% | |||||||
Number of common shares granted in consideration for commitment fee of note | 8,000,000 | ||||||||
Increase in outstanding principal due, percentage | 118.00% | ||||||||
Accrued interest | $ 2,130 | ||||||||
Derivative liability | $ 152,272 | ||||||||
Original issue discount, percent | 10.00% | ||||||||
Debt conversion, description | The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Companys common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. | The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. | |||||||
Percentage of share price multiplied by the lowest closing price | 60.00% | 25.00% | |||||||
Discount rate | 40.00% | 75.00% | |||||||
Debt conversion price, percentage | 25.00% | ||||||||
Original issued discount | $ 2,500 | ||||||||
Original issue of discount | $ 7,000 |
Notes Payable to Individuals 46
Notes Payable to Individuals and Companies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 721,408 | $ 83,456 |
Accrued interest | $ 126,156 | $ 86,812 |
Notes Payable to Individuals 47
Notes Payable to Individuals and Companies - Schedule of Notes Payable to Individuals and Companies (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Total notes payable and convertible notes | $ 306,320 | $ 253,775 | |
Less - current portion of these notes | (306,320) | (253,775) | |
Total notes payable and convertible notes, net discounts | |||
Convertible note payable - Group 10 - (Mar 17) [Member] | |||
Total notes payable and convertible notes | [1] | ||
Alternative Strategy Partners PTE Ltd. [Member] | |||
Total notes payable and convertible notes | [2] | 90,000 | 90,000 |
ADAR Bays -Dec 2016 [Member] | |||
Total notes payable and convertible notes | [3] | 67,045 | |
ADAR Bays -Feb 2017 [Member] | |||
Total notes payable and convertible notes | [4] | 27,500 | |
Eagle Equities, LLC - Jan 2017 [Member] | |||
Total notes payable and convertible notes | [5] | 18,000 | |
Eagle Equities, LLC - Mar 2017 [Member] | |||
Total notes payable and convertible notes | [6] | 35,000 | |
Individuals - June 2015 [Member] | |||
Total notes payable and convertible notes | [7] | 20,000 | 115,000 |
Individuals - Feb to April 2013 [Member] | |||
Total notes payable and convertible notes | [8] | $ 48,775 | $ 48,775 |
[1] | Twelve-month $40,000 convertible note with OID in the amount of $5,000 dated March 31, 2017. As additional consideration for the purchase of the note, the Company shall issue 15,000,000 commitment shares. This note bears 12% interest per annum with a default interest rate of 18%. In the event default occurs, the outstanding principal amount of this debenture shall increase to one hundred eighteen percent (118%) of the outstanding principal amount of this debenture. The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the "conversion shares") which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrower's common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. Prepayments after one hundred eighty (180) days but before maturity are subject to the approval of holder. The note was effective as of March 31, 2017 however not funded as of March 31, 2017. Funding occurred April 3, 2017, therefore this amount is not included in the balance of notes payable and there was no accrued interest reflected as of March 31, 2017. On June 26, 2017, the Company settled this note in full for a one time cash payment in the amount of $59,659. The Company will record, as interest expense, a prepayment penalty of $18,594 in addition to the repayment of accrued interest of $1,065. | ||
[2] | Three-month $180,000 non-convertible note dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash from the note of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but there was never any documentation provided to support this $90,000. The Company is in dispute with the noteholder, and has not recorded this liability as of March 31, 2017 or 2016. If the proper documentation is provided to the Company, they will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible debenture. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of March 31, 2017, the Company has accrued interest $15,738. | ||
[3] | Fifty-eight day $60,950 convertible note dated December 19, 2016, with OID in the amount of $7,950 bearing an interest rate of 12% with a default interest rate of 24%. As additional consideration for the purchase of the note, the Company issued the note holder 5,000,000 common share as commitment shares recorded at a value of $32,000 ($0.0065 per share). The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. Since this note was not paid at maturity, the outstanding principal due under this note increased by 10% to $67,045. This note is further guaranteed by Seth Shaw, Chief Executive Officer of the Company. Mr. Shaw pledged 37,500,000 shares of his Common Stock as collateral for payment obligation under this note. As of March 31, 2017, the Company has accrued interest $3,126. | ||
[4] | Twelve-month $27,500 convertible note dated February 8, 2017, with 10% OID in the amount of $2,500 bearing an interest rate of 8% with a default rate of 24%. The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. As of March 31, 2017, the Company has accrued interest of $307. | ||
[5] | Twelve-month $18,000 convertible note dated January 27, 2017 bearing an interest rate of 8% with a default interest rate of 24%. The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. Further, if a breach of Company becoming delinquent in its periodic report filings with the Securities and Exchange Commission occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. As of March 31, 2017, the Company has accrued interest of $249. | ||
[6] | Two-twelve-month convertible notes as part of a securities purchase agreement, dated March 20, 2017, to sell one year 8% convertible notes totaling $70,000 ($35,000 each). As additional consideration for the purchase of the note, the Company issued note holder 16,000,000 shares of restricted common stock valued at $43,200 ($0.0027 per share.) Both notes mature on March 20, 2018. On March 22, 2017, the noteholder funded the first note through the direct payment of cash to third parties. The holder of the notes is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (“prepayment premium”), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. As of March 31, 2017, the Company has accrued interest of $84. On June 8, 2017, the noteholder advanced funds in the amount of $8,623 in the form of a direct payment to a third party. On June 15, 2017, the Company was advanced $8,000 towards the second note. On June 26, 2017 the note holder fully funded the second note with a payment to the Company in the amount of $16,377. Legal fees in the amount of $2,000 were deducted from the proceeds. | ||
[7] | On June 1, 2015, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with various accredited investors for the sale of certain debentures with aggregate gross proceeds to the Company of $133,000 ($18,000 of which was to a related party). Pursuant to the terms of the agreement, the investors were granted 13,300,000 shares of Company common stock for a commitment fee. These shares were issued on June 15, 2016. Additionally, the Company was required to repay the amounts raised under the Purchase Agreement prior to December 1, 2015 except as described below. The Purchase Agreement provided the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Company’s VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015, which the Company has done. Excluding the 13,300,000 commitment shares, in May 2016 the Company agreed to issue 33,900,000 shares of its common stock, which were issued on June 15, 2016 to settle all obligations under these Purchase Agreements with the exception of one individual note holder in the amount of $20,000, which remains outstanding as of March 31, 2017. Accrued interest on this note as of March 31, 2017 is $4,000. | ||
[8] | Individual notes issued to 6 individuals bearing an interest rate of 8%. These notes were issued from February through April 2013. The notes are convertible into common stock of the Company at $0.025 per share. During the years ended March 31, 2017 and 2016 no notes were converted to common stock. Accrued interest on these notes as of March 31, 2017 is $17,127. |
Notes Payable to Individuals 48
Notes Payable to Individuals and Companies - Schedule of Notes Payable to Individuals and Companies (Details) (Parenthetical) - USD ($) | Mar. 20, 2017 | Mar. 20, 2017 | Feb. 08, 2017 | Jan. 27, 2017 | Dec. 19, 2016 | Nov. 07, 2016 | Aug. 03, 2016 | Jun. 15, 2016 | Sep. 23, 2015 | Jul. 14, 2015 | Jun. 01, 2015 | May 28, 2015 | Apr. 30, 2013 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt conversion amount | $ 49,800 | ||||||||||||||
Proceeds from notes payable | 122,000 | $ 205,000 | |||||||||||||
Accrued interest | 126,156 | 86,812 | |||||||||||||
Outstanding principal due | 306,320 | 253,775 | |||||||||||||
Legal fees | 9,000 | ||||||||||||||
Gross proceeds from convertible debt | 78,000 | 184,000 | |||||||||||||
Notes payable to individuals and companies - related party | $ 18,000 | ||||||||||||||
Individual Notes [Member] | |||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||
Accrued interest | $ 17,127 | ||||||||||||||
Common stock conversion price per share | $ 0.025 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Debt instruments conversion into share | 33,900,000 | 13,300,000 | |||||||||||||
Debt conversion, description | The Purchase Agreement provided the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Companys VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015, which the Company has done. | ||||||||||||||
Discount rate | 20.00% | ||||||||||||||
Accrued interest | 4,000 | ||||||||||||||
Outstanding principal due | 20,000 | ||||||||||||||
Gross proceeds from convertible debt | $ 133,000 | ||||||||||||||
Notes payable to individuals and companies - related party | $ 18,000 | ||||||||||||||
31 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Prepayment amount, percentage | 110.00% | ||||||||||||||
61 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Prepayment amount, percentage | 115.00% | ||||||||||||||
91 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Prepayment amount, percentage | 120.00% | ||||||||||||||
180 Days after Note Issuance [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Prepayment amount, percentage | 125.00% | ||||||||||||||
Prior to August 31, 2015 [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Prepayment amount, percentage | 10.00% | ||||||||||||||
After August 31, 2015 Prior to December 1, 2015 [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Prepayment amount, percentage | 20.00% | ||||||||||||||
June 26, 2017 [Member] | Second Note [Member] | |||||||||||||||
Repayment of related party debt | 16,377 | ||||||||||||||
June 8, 2017 [Member] | |||||||||||||||
Legal fees | 2,000 | ||||||||||||||
June 8, 2017 [Member] | Third Party [Member] | |||||||||||||||
Repayment of related party debt | 8,623 | ||||||||||||||
June 15, 2017 [Member] | Second Note [Member] | |||||||||||||||
Repayment of related party debt | 8,000 | ||||||||||||||
Convertible Note One [Member] | |||||||||||||||
Debt principal amount | $ 104,000 | 40,000 | |||||||||||||
Original issued discount | $ 5,000 | ||||||||||||||
Debt instruments conversion into share | 12,500,000 | 15,000,000 | |||||||||||||
Convertible note, default rate | 24.00% | 18.00% | |||||||||||||
Debt instrument, interest rate | 7.00% | 12.00% | |||||||||||||
Debt conversion, description | The holder shall have the right to convert any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) sixty percent (50%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the notice of conversion is given (which represents a discount rate of forty percent (50%)) or (b) two-tenths of a penny ($0.002). If the market capitalization of the borrower is less than 1 million dollars ($1,000,000) or the closing price of the borrowers common stock is below one-tenth of a penny ($0.001) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price during the thirty-five (35) trading days prior to the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). Borrower may prepay in cash the principal amount of this debenture and accrued interest thereon, with a premium payment equal to one hundred forty-five percent (145%) of the prepayment amount. | ||||||||||||||
Market capitalization value | $ 1,000,000 | ||||||||||||||
Percentage of share price multiplied by the lowest closing price | 50.00% | ||||||||||||||
Discount rate | 50.00% | ||||||||||||||
Debt conversion price per share | $ 0.002 | ||||||||||||||
Prepayment amount, percentage | 145.00% | ||||||||||||||
Debt maturity date description | The note matured in May 2016 | ||||||||||||||
Non-convertible debenture | $ 180,000 | ||||||||||||||
Convertible Note One [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Debt principal amount | $ 35,000 | $ 35,000 | |||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | |||||||||||||
Notes maturity date | Mar. 20, 2018 | ||||||||||||||
Convertible Note One [Member] | One-tenth of a Penny [Member] | |||||||||||||||
Percentage of share price multiplied by the lowest closing price | 25.00% | ||||||||||||||
Discount rate | 75.00% | ||||||||||||||
Debt conversion price per share | $ 0.001 | ||||||||||||||
Convertible Note One [Member] | June 26, 2017 [Member] | |||||||||||||||
Payments to convertible note | $ 59,659 | ||||||||||||||
Prepayment penalty | 18,594 | ||||||||||||||
Repayment of accrued interest | 1,065 | ||||||||||||||
Convertible Note Two [Member] | |||||||||||||||
Debt principal amount | $ 180,000 | $ 96,000 | |||||||||||||
Debt instruments conversion into share | 15,000,000 | ||||||||||||||
Debt conversion amount | $ 67,500 | ||||||||||||||
Convertible note, default rate | 18.00% | ||||||||||||||
Debt instrument, interest rate | 11.50% | 12.00% | |||||||||||||
Debt conversion, description | The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) one half penny ($0.005). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). | If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). | |||||||||||||
Percentage of share price multiplied by the lowest closing price | 25.00% | ||||||||||||||
Discount rate | 75.00% | ||||||||||||||
Debt conversion price, percentage | 25.00% | ||||||||||||||
Debt maturity date description | The note matured in December 2015. | The note matured in May 2016 | |||||||||||||
Proceeds from notes payable | $ 90,000 | ||||||||||||||
Accrued interest | 15,738 | ||||||||||||||
Original issue discount, percent | 20.00% | ||||||||||||||
Convertible Note Two [Member] | Consultant [Member] | |||||||||||||||
Proceeds from notes payable | 15,000 | ||||||||||||||
Convertible Note Two [Member] | Company [Member] | |||||||||||||||
Proceeds from notes payable | 75,000 | ||||||||||||||
Convertible Note Two [Member] | Eishin, Inc [Member] | |||||||||||||||
Proceeds from notes payable | $ 90,000 | ||||||||||||||
Convertible Note Three [Member] | |||||||||||||||
Debt principal amount | $ 60,950 | $ 48,000 | $ 48,000 | ||||||||||||
Original issued discount | $ 7,950 | $ 8,000 | |||||||||||||
Debt instruments conversion into share | 5,000,000 | 8,000,000 | 10,000,000 | ||||||||||||
Debt conversion amount | $ 32,000 | ||||||||||||||
Convertible note, default rate | 24.00% | 18.00% | |||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | |||||||||||||
Percentage of share price multiplied by the lowest closing price | 80.00% | ||||||||||||||
Discount rate | 20.00% | ||||||||||||||
Debt conversion price, percentage | 65.00% | ||||||||||||||
Debt maturity date description | The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Companys common stock at a conversion price for each share of Common Stock equal to 80% of the lowest trading price (20% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. If the note is still outstanding on the 6-month anniversary, then the conversion discount shall be increased from 20% to 35% such that the conversion price will be equal to 65%. On February 15, 2017, the note entered into default for failure to timely pay principal and interest upon maturity. | The note matured in May 2016 | |||||||||||||
Accrued interest | $ 3,126 | ||||||||||||||
Shares issued price per share | $ 0.0065 | $ 0.0045 | |||||||||||||
Outstanding principal due increase, percent | 10.00% | ||||||||||||||
Outstanding principal due | $ 67,045 | ||||||||||||||
Common stock conversion price per share | $ 0.00114 | ||||||||||||||
Convertible Note Three [Member] | Minimum [Member] | |||||||||||||||
Discount rate | 20.00% | ||||||||||||||
Convertible Note Three [Member] | Maximum [Member] | |||||||||||||||
Discount rate | 35.00% | ||||||||||||||
Convertible Note Three [Member] | Chief Executive Officer [Member] | |||||||||||||||
Debt instruments conversion into share | 37,500,000 | ||||||||||||||
Convertible Note Three [Member] | June 21, 2017 [Member] | |||||||||||||||
Debt instruments conversion into share | 53,461,538 | ||||||||||||||
Debt conversion amount | $ 27,800 | ||||||||||||||
Shares issued price per share | $ 0.00052 | ||||||||||||||
Convertible Note Four [Member] | |||||||||||||||
Debt principal amount | $ 27,500 | $ 45,000 | |||||||||||||
Original issued discount | $ 2,500 | ||||||||||||||
Debt instruments conversion into share | 8,000,000 | ||||||||||||||
Convertible note, default rate | 24.00% | 18.00% | |||||||||||||
Debt instrument, interest rate | 8.00% | 12.00% | |||||||||||||
Debt conversion, description | The holder of this note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Companys common stock at a conversion price for each share of Common Stock equal to 60% of the lowest trading price (40% discount) of the common stock of the lowest trading price of the common stock for the twenty trading days immediately preceding the delivery of a notice of conversion. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) one hundred fifteen percent (115%) for redemptions in the first 30 days after the note issuance; (b) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred twenty-five percent (125%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred thirty percent (130%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred thirty five percent (135%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (121) days after the issuance date until one hundred fifty (150) days after the issuance (f) one hundred forty percent (140%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (151) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. | The holder has the right, but not the obligation, to convert all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into fully paid and non-assessable shares of common stock of borrower at the conversion price, (the conversion shares) which shall mean the lesser of (a) fifty percent (50%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) three tenths of a penny ($0.003). If the market capitalization of the borrower is less than one million dollars ($1,000,000) on the day immediately prior to the date of the notice of conversion, then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). Additionally, if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than $0.001 then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%). This note may be prepaid in cash by the Company after 180 days until maturity including a prepayment penalty of) one hundred forty-five percent (145%) of the prepayment amount. | |||||||||||||
Percentage of share price multiplied by the lowest closing price | 60.00% | 25.00% | |||||||||||||
Discount rate | 40.00% | 75.00% | |||||||||||||
Debt conversion price, percentage | 25.00% | ||||||||||||||
Accrued interest | $ 307 | ||||||||||||||
Outstanding principal due increase, percent | 10.00% | ||||||||||||||
Original issue discount, percent | 10.00% | ||||||||||||||
Convertible Note Four [Member] | 31 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 120.00% | ||||||||||||||
Convertible Note Four [Member] | 61 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 125.00% | ||||||||||||||
Convertible Note Four [Member] | 91 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 130.00% | ||||||||||||||
Convertible Note Four [Member] | 121 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 135.00% | ||||||||||||||
Convertible Note Four [Member] | 151 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 140.00% | ||||||||||||||
Convertible Note Five [Member] | |||||||||||||||
Debt principal amount | $ 18,000 | ||||||||||||||
Debt instruments conversion into share | 3,500,000 | ||||||||||||||
Debt conversion amount | $ 15,750 | ||||||||||||||
Convertible note, default rate | 24.00% | ||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||
Debt conversion, description | The holder of this note may convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a conversion price for each share equal to 75% of the lowest closing bid price as future for the ten (10) prior trading days. As additional consideration for the purchase of the note, the Company issued note holder 3,500,000 shares of restricted common stock valued at $15,750 ($0.0045 per share). During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days. In the event of default whereby the Company shall have its common stock delisted from an exchange the outstanding principal due under this note shall increase by 50%. | ||||||||||||||
Accrued interest | $ 249 | ||||||||||||||
Shares issued price per share | $ 0.0045 | ||||||||||||||
Outstanding principal due increase, percent | 10.00% | ||||||||||||||
Convertible Note Five [Member] | 31 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 110.00% | ||||||||||||||
Convertible Note Five [Member] | 61 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 115.00% | ||||||||||||||
Convertible Note Five [Member] | 91 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 120.00% | ||||||||||||||
Convertible Note Five [Member] | 120 Days after Note Issuance [Member] | |||||||||||||||
Prepayment amount, percentage | 125.00% | ||||||||||||||
Convertible Note Five [Member] | 180 Days after Note Issuance [Member] | |||||||||||||||
Outstanding principal due increase, percent | 50.00% | ||||||||||||||
Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Debt principal amount | $ 70,000 | $ 70,000 | |||||||||||||
Debt instruments conversion into share | 16,000,000 | ||||||||||||||
Debt conversion amount | $ 43,200 | ||||||||||||||
Debt conversion, description | The holder of the first note is entitled to convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a conversion price for each share equal to 75% of the lowest closing bid price for the ten (10) prior trading days. During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. | ||||||||||||||
Percentage of share price multiplied by the lowest closing price | 75.00% | ||||||||||||||
Accrued interest | $ 84 | $ 84 | |||||||||||||
Shares issued price per share | $ 0.0027 | $ 0.0027 | |||||||||||||
Outstanding principal due increase, percent | 10.00% | 10.00% | |||||||||||||
Notes maturity date | Mar. 20, 2018 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | Jun. 21, 2017USD ($)$ / sharesshares | Jun. 15, 2017USD ($)$ / sharesshares | May 27, 2015USD ($)dshares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 01, 2015 | Aug. 31, 2015 |
Proceeds from debt | $ 18,000 | ||||||
Chief Executive Officer [Member] | |||||||
Investment | $ 55,000 | $ 95,000 | |||||
Equity private placement of investment | shares | 44,000,000 | 76,000,000 | |||||
Equity investment per share | $ / shares | $ 0.00125 | $ 0.00125 | |||||
Purchase Agreement [Member] | Lawrence May Enterprises [Member] | |||||||
Proceeds from debt | $ 18,000 | ||||||
Number of common stock shares granted as commitment fee | shares | 1,800,000 | ||||||
Discount percentage to VWAP | 20.00% | ||||||
Trading days | d | 3 | ||||||
Purchase Agreement [Member] | Lawrence May Enterprises [Member] | Prepayment Options One [Member] | |||||||
Percentage of premium paid | 10.00% | ||||||
Purchase Agreement [Member] | Lawrence May Enterprises [Member] | Prepayment Options Two [Member] | |||||||
Percentage of premium paid | 20.00% |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Nov. 18, 2016 | Jun. 27, 2014 | Feb. 01, 2012 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 27, 2017 | Dec. 22, 2016 | Jul. 09, 2015 | Jan. 28, 2014 | Oct. 29, 2013 |
Common stock authorized | 2,500,000,000 | 2,500,000,000 | |||||||||
Common stock, shares outstanding | 1,734,920,049 | 1,219,820,933 | |||||||||
Number of common stock shares issued as commitment shares | 27,500,000 | ||||||||||
Number of common stock value issued as commitment shares | $ 191,000 | ||||||||||
Interest rate description | Each convertible note payable matures one-year after issuance, bearing interest rates of 7 - 12% annual interest, increasing to 18-24% default interest. | ||||||||||
Proceeds from convertible debt | $ 78,000 | $ 184,000 | |||||||||
Number of common stock shares issued as share based compensation | 30,035,000 | ||||||||||
Number of common stock value issued as share based compensation | $ 137,735 | ||||||||||
Number of stock issued for service, value | 759,750 | ||||||||||
Number of stock issued, value | 428,500 | ||||||||||
Notes payable to individuals and companies - related party | 18,000 | ||||||||||
Debt conversion amount | 378,550 | 191,000 | |||||||||
Accrued interest | 18,167 | ||||||||||
Gain on the extinguishment of liability | 94,516 | 125,000 | |||||||||
Issuance warrants to purchase of common stock | 100,000,000 | 75,000,000 | |||||||||
Contingent liability | $ 75,000 | ||||||||||
Aggregate of common shares | 10,000,000 | 10,000,000 | |||||||||
Warrants [Member] | |||||||||||
Warrant term | 36 months | ||||||||||
Strike price warrant | SPAs, each investor was awarded 1 Non-cashless Warrant (with a term of 36 months) for every 2.5 shares of stock purchased. The strike price of these warrants is 1 cent per share. | ||||||||||
Warrant issued | 37,350,000 | ||||||||||
Open Therapeutics, LLC [Member] | |||||||||||
Percentage of membership interest sold | 80.00% | ||||||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | ||||||||||
Number of warrant cancelled shares of common stock | 23,134,118 | ||||||||||
Percentage of vote membership interest | 20.00% | ||||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||||
Investors [Member] | |||||||||||
Number of stock issued during period | 93,375,000 | ||||||||||
Fiscal Year 2017 [Member] | |||||||||||
Stock issued during period, per share | $ 0.004 | ||||||||||
Number of stock issued for services, shares | 197,000,000 | ||||||||||
Number of stock issued for service, value | $ 816,168 | ||||||||||
Number of stock issued during period | 33,900,000 | ||||||||||
Number of stock issued, value | $ 135,600 | ||||||||||
Convertible notes payable, net | 113,000 | ||||||||||
Notes payable to individuals and companies - related party | $ 18,000 | ||||||||||
Debt instruments interest rate | 20.00% | ||||||||||
Interest expense | $ 22,600 | ||||||||||
Fiscal Year 2017 [Member] | Individual Note Holders [Member] | |||||||||||
Number of stock issued during period | 63,800,000 | ||||||||||
Number of stock issued, value | $ 378,550 | ||||||||||
Advisory And Investor Relation Services [Member] | |||||||||||
Number of stock issued for services, shares | 191,750,000 | ||||||||||
Number of stock issued for service, value | $ 759,750 | ||||||||||
Settle Liability [Member] | |||||||||||
Stock issued during period, per share | $ 0.002 | ||||||||||
Settlement of debt, shares | 4,000,000 | ||||||||||
Cash paid to consultant to settle debt | $ 8,000 | ||||||||||
Settlement of debt total value | $ 8,000 | ||||||||||
Share Liability [Member] | Fiscal Year 2017 [Member] | |||||||||||
Stock issued during period, per share | $ 0.004 | ||||||||||
Number of stock issued during period | 104,375,000 | ||||||||||
Number of stock issued, value | $ 428,500 | ||||||||||
Consulting Agreements And Board Advisory Agreements [Member] | Consultant [Member] | |||||||||||
Debt arrangement rate | 2.00% | ||||||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | |||||||||||
Percentage of membership interest sold | 80.00% | ||||||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | ||||||||||
Interest in net profit retained | 20.00% | ||||||||||
Issuance warrants to purchase of common stock | 28,917,647 | ||||||||||
Number of warrant cancelled shares of common stock | 23,134,118 | ||||||||||
Percentage of vote membership interest | 20.00% | ||||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Number of common stock shares issued as share based compensation | 38,340,000 | ||||||||||
Number of common stock value issued as share based compensation | $ 175,260 | ||||||||||
Two Former Executives [Member] | |||||||||||
Options to purchase common shares | 10,000,000 | ||||||||||
Share-based compensation expense | $ 1,400,000 | ||||||||||
Former Executives One [Member] | |||||||||||
Options to purchase common shares | 5,000,000 | ||||||||||
Former Executives Two [Member] | |||||||||||
Options to purchase common shares | 5,000,000 | ||||||||||
Two Convertible Notes [Member] | |||||||||||
Proceeds from convertible debt | 200,000 | ||||||||||
Convertible Note Payable One [Member] | |||||||||||
Proceeds from convertible debt | 104,000 | ||||||||||
Convertible Note Payable Two [Member] | |||||||||||
Proceeds from convertible debt | $ 96,000 | ||||||||||
Convertible Notes Payable [Member] | Fiscal Year 2017 [Member] | |||||||||||
Number of stock issued, value | $ 100,000 | ||||||||||
Debt instruments conversion into share | 15,384,615 | 100,639,501 | |||||||||
Debt conversion amount | $ 194,516 | $ 118,126 | |||||||||
Gain on the extinguishment of liability | $ 94,516 | ||||||||||
Hanover Holdings I, LLC [Member] | |||||||||||
Cash released from escrow in connection with warrant exercise | $ 250,000 | ||||||||||
Warrants exercises effective prices per shares | $ 0.05 | ||||||||||
Trigger price per share | $ 0.05 | ||||||||||
Percentage of require payments for call option | 135.00% | ||||||||||
Call option amount | $ 337,500 | ||||||||||
Sale of stock during period, value | 12,211,400 | ||||||||||
Sale of stock during period | $ 147,500 | ||||||||||
Additional shares issued during period, value | $ 190,000 | ||||||||||
Additional shares issued during period | 29,188,403 | ||||||||||
Hanover Holdings I, LLC [Member] | Class A Warrant [Member] | |||||||||||
Warrants fixed exercise price per share | $ 0.05 | ||||||||||
Hanover Holdings I, LLC [Member] | Class B Warrant [Member] | |||||||||||
Warrants initial exercise price per share | $ 0.05 | ||||||||||
Warrant exercises initial amount | $ 250,000 | ||||||||||
Minimum [Member] | |||||||||||
Excess of common stock authorized | 2,500,000,000 | 1,000,000,000 | |||||||||
Stock issued during period, per share | $ 0.003 | ||||||||||
Minimum [Member] | Fiscal Year 2017 [Member] | |||||||||||
Stock issued during period, per share | $ 0.0088 | ||||||||||
Minimum [Member] | Fiscal Year 2017 [Member] | Individual Note Holders [Member] | |||||||||||
Stock issued during period, per share | $ 0.0027 | ||||||||||
Minimum [Member] | Advisory And Investor Relation Services [Member] | |||||||||||
Stock issued during period, per share | 0.002 | ||||||||||
Minimum [Member] | Consulting Agreements And Board Advisory Agreements [Member] | Consultant [Member] | |||||||||||
Percentage of amount paid by cash | 8.00% | ||||||||||
Percentage of amount paid by common stock | 8.00% | ||||||||||
Minimum [Member] | Chief Executive Officer [Member] | |||||||||||
Stock issued during period, per share | 0.003 | ||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | Fiscal Year 2017 [Member] | |||||||||||
Debt instruments conversion price per share | $ 0.00114 | ||||||||||
Maximum [Member] | |||||||||||
Excess of common stock authorized | 7,500,000,000 | 2,500,000,000 | |||||||||
Stock issued during period, per share | 0.01 | ||||||||||
Maximum [Member] | Fiscal Year 2017 [Member] | |||||||||||
Stock issued during period, per share | 0.0029 | ||||||||||
Maximum [Member] | Fiscal Year 2017 [Member] | Individual Note Holders [Member] | |||||||||||
Stock issued during period, per share | $ 0.01 | ||||||||||
Maximum [Member] | Advisory And Investor Relation Services [Member] | |||||||||||
Stock issued during period, per share | 0.0045 | ||||||||||
Maximum [Member] | Consulting Agreements And Board Advisory Agreements [Member] | Consultant [Member] | |||||||||||
Percentage of amount paid by cash | 10.00% | ||||||||||
Percentage of amount paid by common stock | 10.00% | ||||||||||
Maximum [Member] | Chief Executive Officer [Member] | |||||||||||
Stock issued during period, per share | $ 0.01 | ||||||||||
Maximum [Member] | Convertible Notes Payable [Member] | Fiscal Year 2017 [Member] | |||||||||||
Debt instruments conversion price per share | $ 0.0012 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants Activity (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Shares, Outstanding, Beginning balance | 77,303,529 | 106,941,932 |
Shares, Granted | 37,350,000 | |
Shares, Expired | ||
Shares, Exercised | (29,188,403) | |
Shares, Canceled | (23,134,118) | |
Shares, Outstanding, Ending balance | 91,519,411 | 77,303,529 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.02 | $ 0.02 |
Weighted Average Exercise Price, Granted | 0.01 | |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | (0.01) | |
Weighted Average Exercise Price, Canceled | (0.02) | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.02 | $ 0.02 |
Weighted Average Remaining Contractual Term, Beginning | 3 years 5 months 27 days | 4 years 5 months 27 days |
Weighted Average Remaining Contractual Term, Granted | 2 years 5 months 9 days | |
Weighted Average Remaining Contractual Term, Ending | 3 years 4 months 28 days | 3 years 5 months 27 days |
Aggregate Intrinsic Value, Beginning | $ 10,050,000 | $ 10,050,000 |
Aggregate Intrinsic Value, Ending | $ 10,050,000 |
Stockholders' Deficit - Sched52
Stockholders' Deficit - Schedule of Warrants Assumptions Under Black-Scholes Pricing Model (Details) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Warrants [Member] | ||
Volatility | 203.00% | 0.00% |
Expected Risk-free rate | 0.66% | 0.00% |
Expected dividend rate | 0.00% | 0.00% |
Expected life of option / warrants | 2 years 4 months 6 days | 0 years |
Stock Options [Member] | ||
Volatility | 220.00% | |
Expected Risk-free rate | 1.87% | |
Expected dividend rate | 0.00% | |
Expected life of option / warrants | 10 years |
Stockholders' Deficit - Sched53
Stockholders' Deficit - Schedule of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 10,000,000 | 10,000,000 |
Number of Options, Granted | ||
Number of Options, Expired | ||
Number of Options, Exercised | ||
Number of Options, Outstanding, Ending balance | 10,000,000 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.10 | $ 0.10 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.10 | $ 0.10 |
Weighted Average Remaining Contractual Term, Beginning | 5 years 10 months 6 days | 6 years 10 months 6 days |
Weighted Average Remaining Contractual Term, Ending | 4 years 10 months 6 days | 5 years 10 months 6 days |
Aggregate Intrinsic Value, Beginning | ||
Aggregate Intrinsic Value, Ending |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Valuation allowance | $ 809,000 | $ 580,000 |
United States [Member] | ||
Net operating loss carryforward | $ 20,000,000 | |
Net operating loss carryforward, expiration year | 2,037 | |
Canadian [Member] | ||
Net operating loss carryforward | $ 700,000 | |
Net operating loss carryforward, expiration year | 2,037 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 8,479,000 | $ 7,670,000 |
Valuation allowance | (8,479,000) | (7,670,000) |
Deferred Tax Assets, Net |
Provision for Income Taxes - 56
Provision for Income Taxes - Schedule of Reconciliation of Effective Tax Rate as Percentage of Income before Taxes and Federal Statutory Rate (Details) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefits | (3.30%) | (3.30%) |
Foreign tax | (0.30%) | (0.30%) |
Valuation allowance | 37.60% | 37.60% |
Effective Income Tax Rate | 0.00% | 0.00% |
Investments - Available for S57
Investments - Available for Sale Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | ||
Cost incurred in investment | $ 250,000 | |
Unrealized loss on investments | 249,375 | $ 249,250 |
Investment - available for sale security | $ 625 | $ 750 |
Current Litigation (Details Nar
Current Litigation (Details Narrative) - USD ($) | Mar. 22, 2016 | Nov. 04, 2015 | Mar. 31, 2017 | Dec. 09, 2015 |
Loss contingency damages sought | $ 4,000,000 | |||
Crystal Research Associates [Member] | ||||
Due to related parties | $ 48,000 | |||
May 23, 2017 [Member] | ||||
Loss contingency damages sought | $ 4,000,000 | |||
Gunteski & Co. P.A [Member] | ||||
Pocket cash losses and liabilities | $ 850,000 | |||
Additional potential damages | $ 4,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Investment-available-for-sale security | $ 625 | $ 750 |
Derivative liabilities | 722,707 | 670,577 |
Level 1 [Member] | ||
Investment-available-for-sale security | 625 | 750 |
Derivative liabilities | ||
Level 2 [Member] | ||
Investment-available-for-sale security | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Investment-available-for-sale security | ||
Derivative liabilities | $ 722,707 | $ 670,577 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Values of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Beginning balance | $ 670,577 | $ 90,000 |
Revaluation (gain) loss | 101,688 | 472,777 |
Derivative expense on new debt | 9,691 | 197,800 |
Issuances, net | (90,000) | |
Original issue discount reflect in derivative liability | (6,358) | |
Derivative expense on converted debt (recorded as APIC), net OID | (52,891) | |
Ending balance | 722,707 | 670,577 |
Convertible Notes [Member] | ||
Beginning balance | ||
Revaluation (gain) loss | ||
Derivative expense on new debt | ||
Issuances, net | ||
Original issue discount reflect in derivative liability | ||
Ending balance | ||
Derivative Liability [Member] | ||
Beginning balance | 670,577 | 90,000 |
Revaluation (gain) loss | 101,688 | 472,777 |
Derivative expense on new debt | 9,691 | 197,800 |
Issuances, net | (90,000) | |
Original issue discount reflect in derivative liability | (6,358) | |
Derivative expense on converted debt (recorded as APIC), net OID | (52,891) | |
Ending balance | $ 722,707 | $ 670,577 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 27, 2017USD ($) | Jun. 29, 2017USD ($)$ / sharesshares | Jun. 27, 2017USD ($)$ / shares | Jun. 27, 2017USD ($)$ / sharesshares | Jun. 21, 2017USD ($)$ / sharesshares | Jun. 16, 2017USD ($)$ / sharesshares | Jun. 15, 2017USD ($)$ / sharesshares | Jun. 15, 2017USD ($)$ / sharesshares | Jun. 14, 2017USD ($)$ / sharesshares | May 30, 2017USD ($) | May 23, 2017USD ($) | May 19, 2017USD ($)$ / sharesshares | May 02, 2017USD ($)$ / sharesshares | Apr. 06, 2017USD ($)$ / sharesshares | Apr. 03, 2017USD ($)$ / sharesshares | Jun. 15, 2016shares | Nov. 04, 2015USD ($) | Jun. 01, 2015shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jun. 08, 2017USD ($) | Nov. 07, 2016USD ($) |
Original face value | $ 49,800 | |||||||||||||||||||||
Original issue of discount | (280,080) | $ (200,000) | ||||||||||||||||||||
Debt conversion amount | 378,550 | 191,000 | ||||||||||||||||||||
Loss contingency damages sought | $ 4,000,000 | |||||||||||||||||||||
Legal fees | 9,000 | |||||||||||||||||||||
Accrued interest | 126,156 | $ 86,812 | ||||||||||||||||||||
Prepaid inventory | $ 20,000 | $ 20,000 | ||||||||||||||||||||
Initial inventory base description | inventory base of 10,000-15,000 units | |||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Debt instruments conversion into share | shares | 33,900,000 | 13,300,000 | ||||||||||||||||||||
Debt conversion price percentage | 20.00% | |||||||||||||||||||||
Debt conversion description | The Purchase Agreement provided the Company with the following prepayment options: (i) if prepaid prior to August 31, 2015, the Company must pay each investor the amount invested plus a 10% premium and (ii) if prepaid after August 31, 2015 but prior to December 1, 2015, the Company must pay each investor the amount invested plus a 20% premium. Because the Company did not repay the amounts as described above, on December 1, 2015 the Company had the option to convert all amounts raised under the Purchase Agreements into shares of common stock based on a 20% discount to the Companys VWAP (as defined in the Purchase Agreement) for the three Trading Days (as defined in the Purchase Agreement) prior to December 1, 2015, which the Company has done. | |||||||||||||||||||||
Accrued interest | 4,000 | |||||||||||||||||||||
Second Note [Member] | June 26, 2017 [Member] | ||||||||||||||||||||||
Repayment of related party debt | $ 16,377 | |||||||||||||||||||||
Group 10 Holdings LLC [Member] | ||||||||||||||||||||||
Debt principal amount | $ 45,000 | |||||||||||||||||||||
Original issue of discount | $ 7,000 | |||||||||||||||||||||
Note default interest rate | 12.00% | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Outstanding principal due description | On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000. The noteholder is entitled, at its option, at any time after cash payment, to convert any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a price equal to $0.00125 per share. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.  Additionally, the Company will issue the noteholder 5,000,000 restricted shares as additional consideration for the purchase of the note as well as 16,000,000 five-year cashless warrants with an exercise price of $0.0035 per share. All the terms set forth, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. During the first six months this Note is in effect, the Company may redeem this note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days this note is in effect, then for an amount equal to 120% of the unpaid principal amount of this note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this note is in effect, but less than the 180th day this note is in effect, then for an amount equal to 133% of the unpaid principal amount of this note along with any accrued interest. This note may not be redeemed after 180 days. This note was funded on June 30, 2017. | |||||||||||||||||||||
Loss contingency damages sought | $ 4,000,000 | |||||||||||||||||||||
Number of restricted stock issued during period | shares | 5,000,000 | |||||||||||||||||||||
Number of restricted stock issued of cashless warrants | shares | 16,000,000 | |||||||||||||||||||||
Cashless warrant term | 5 years | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.0035 | |||||||||||||||||||||
Prepaid inventory | $ 20,000 | |||||||||||||||||||||
Initial inventory base description | inventory base of 10,000-15,000 units | |||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt conversion description | The conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)); and if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than one tenth of a penny ($0.001) then the conversion price shall be twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). The note as originally stated, the conversion price adjustment originally was to be triggered once the market capitalization was below two million dollars or if the closing price of the borrowers common stock on the day immediately prior to the date of the notice of conversion is less than one tenth of a penny ($0.002) effectuating the conversion price of twenty-five percent (25%) multiplied by the lowest closing price as of the date a notice of conversion is given (which represents a discount rate of seventy-five percent (75%)). | |||||||||||||||||||||
Debt conversion amount | $ 1,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | GS Note [Member] | ||||||||||||||||||||||
Note date | Apr. 27, 2017 | |||||||||||||||||||||
Debt fund percentage | 8.00% | |||||||||||||||||||||
Convertible debt amount | $ 45,000 | |||||||||||||||||||||
Debt term | 1 year | |||||||||||||||||||||
Note maturity date | Apr. 27, 2018 | |||||||||||||||||||||
Note default interest rate | 24.00% | |||||||||||||||||||||
Maximum percentage of outstanding principal | 10.00% | |||||||||||||||||||||
Convertible note percentage | 0.70 | |||||||||||||||||||||
Debt conversion price percentage | 70.00% | |||||||||||||||||||||
Decreased conversion price percentage | 60.00% | |||||||||||||||||||||
Debt redemption description | (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | |||||||||||||||||||||
Debt conversion description | (a) fifty percent (50%) multiplied by the lowest closing price as of the date the notice of conversion is given (which represents a discount rate of fifty percent (50%)) or (b) two-tenths of a penny ($0.002). The conversion rate as originally stated was (a) sixty percent (60%) multiplied by the lowest closing price as of the date the notice of conversion is given (which represents a discount rate of forty percent (40%)). | |||||||||||||||||||||
Subsequent Event [Member] | Convertible Redeemable Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Note date | Mar. 30, 2017 | |||||||||||||||||||||
Convertible debt amount | $ 45,000 | |||||||||||||||||||||
Debt term | 1 year | |||||||||||||||||||||
Note maturity date | May 30, 2018 | |||||||||||||||||||||
Note default interest rate | 24.00% | |||||||||||||||||||||
Maximum percentage of outstanding principal | 10.00% | |||||||||||||||||||||
Convertible note percentage | 0.70 | |||||||||||||||||||||
Debt conversion price percentage | 70.00% | |||||||||||||||||||||
Decreased conversion price percentage | 60.00% | |||||||||||||||||||||
Debt redemption description | (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | |||||||||||||||||||||
Subsequent Event [Member] | Second Note [Member] | June 26, 2017 [Member] | ||||||||||||||||||||||
Repayment of related party debt | 16,377 | |||||||||||||||||||||
Legal fees | 2,000 | |||||||||||||||||||||
Subsequent Event [Member] | 5% Convertible Note [Member] | ||||||||||||||||||||||
Common stock issued price per share | $ / shares | $ 0.00125 | $ 0.00125 | ||||||||||||||||||||
Convertible debt amount | $ 80,000 | $ 80,000 | ||||||||||||||||||||
Note default interest rate | 24.00% | 24.00% | ||||||||||||||||||||
Percentage of increase interest rate | 10.00% | |||||||||||||||||||||
Subsequent Event [Member] | Seth Shaw [Member] | ||||||||||||||||||||||
Investment amount | $ 55,000 | $ 95,000 | $ 95,000 | |||||||||||||||||||
Subsequent Event [Member] | Seth Shaw [Member] | Private Placement [Member] | ||||||||||||||||||||||
Equity investment shares | shares | 44,000,000 | 76,000,000 | 76,000,000 | |||||||||||||||||||
Equity investment per share | $ / shares | $ 0.00125 | $ 0.00125 | ||||||||||||||||||||
Subsequent Event [Member] | Union Capital, LLC [Member] | ||||||||||||||||||||||
Number of common stock shares issued | shares | 29,869,110 | 14,914,212 | 22,946,735 | 22,517,229 | 19,252,740 | |||||||||||||||||
Common stock issued price per share | $ / shares | $ 0.00064 | $ 0.00064 | $ 0.00072 | $ 0.00104 | $ 0.0012 | |||||||||||||||||
Debt principal amount | $ 13,200 | $ 6,600 | $ 11,550 | $ 16,500 | $ 16,500 | |||||||||||||||||
Note interest amount | $ 5,916 | $ 2,945 | $ 4,972 | $ 6,918 | $ 6,603 | |||||||||||||||||
Note date | May 28, 2015 | May 28, 2015 | May 28, 2015 | May 28, 2015 | May 28, 2015 | |||||||||||||||||
Original face value | $ 104,000 | $ 104,000 | $ 104,000 | $ 104,000 | $ 104,000 | |||||||||||||||||
Subsequent Event [Member] | Group 10 Holdings LLC [Member] | ||||||||||||||||||||||
Number of common stock shares issued | shares | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Common stock issued price per share | $ / shares | $ 0.0004 | $ 0.0004 | $ 0.0004 | $ 0.00035 | ||||||||||||||||||
Debt principal amount | $ 96,000 | $ 20,000 | $ 20,000 | $ 17,500 | $ 35,000 | |||||||||||||||||
Note date | Jul. 14, 2015 | Jul. 14, 2015 | ||||||||||||||||||||
Original face value | $ 96,000 | $ 96,000 | ||||||||||||||||||||
Debt instruments conversion into share | shares | 75,000,000 | |||||||||||||||||||||
Debt fund percentage | 12.00% | |||||||||||||||||||||
Convertible debt amount | $ 40,000 | |||||||||||||||||||||
Original issue of discount | $ 5,000 | |||||||||||||||||||||
Debt conversion amount | $ 30,000 | |||||||||||||||||||||
Subsequent Event [Member] | Adar Bays LLC [Member] | ||||||||||||||||||||||
Common stock issued price per share | $ / shares | $ 0.00052 | |||||||||||||||||||||
Debt principal amount | $ 60,950 | |||||||||||||||||||||
Debt instruments conversion into share | shares | 53,461,538 | |||||||||||||||||||||
Debt conversion amount | $ 27,800 | |||||||||||||||||||||
Subsequent Event [Member] | Group 10 LLC [Member] | June 26, 2017 [Member] | ||||||||||||||||||||||
Debt principal amount | 40,000 | |||||||||||||||||||||
Payment to convertible note | 59,659 | |||||||||||||||||||||
Prepayment penalty | 18,594 | |||||||||||||||||||||
Accrued interest | $ 1,065 | |||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | ||||||||||||||||||||||
Debt conversion price percentage | 75.00% | |||||||||||||||||||||
Prepayment amount description | During the first one hundred eighty (180) days, borrower may prepay the principal amount of this debenture and accrued interest thereon, with a premium, as set forth below (prepayment premium), such redemption must be closed and funded within three (3) days. The amount of each prepayment premium shall be as follows: (a) there will be no payment penalty for redemptions in the first 30 days after the note issuance; (b) one hundred ten percent (110%) of the prepayment amount if such prepayment is made at any time from thirty-one (31) days after the issuance date until sixty (60) days after the issuance date; (c) one hundred fifteen percent (115%) of the prepayment amount if such prepayment is made at any time from sixty-one (61) days after the issuance date until ninety (90) days after the issuance date made; (d) one hundred twenty percent (120%) of the prepayment amount if such prepayment is made at any time from ninety-one (91) days after the issuance date until one hundred twenty (120) days after the issuance date made; and (e) one hundred twenty five percent (125%) of the prepayment amount if such prepayment is made at any time from one hundred twenty (120) days after the issuance date until one hundred eighty (180) days after the issuance date made. This note may not be prepaid after one hundred (180) eighty days | |||||||||||||||||||||
Outstanding principal due description | If this note is not paid at maturity, the outstanding principal due under this note shall increase by 10%. | |||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Due to related parties | $ 8,623 | |||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | Back-End Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Debt term | 12 months | |||||||||||||||||||||
Company advanced amount of note | $ 8,000 | 8,000 | ||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | 8% Convertible Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Convertible debt amount | 70,000 | 70,000 | ||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | 8% Convertible Note 2 [Member] | ||||||||||||||||||||||
Convertible debt amount | $ (35,000) | $ (35,000) |