Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | TAURIGA SCIENCES, INC. | |
Entity Central Index Key | 1,142,790 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 54,380,230 | |
Trading Symbol | TAUG | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 |
Current assets: | ||
Cash | $ 35,492 | $ 12,291 |
Accounts receivable | 581 | 581 |
Investment - trading securities | 899,695 | 610,699 |
Investment - digital currency | 24,316 | 22,056 |
Prepaid expenses and other current assets | 9,270 | 40,720 |
Total current assets | 969,354 | 686,347 |
Property and equipment, net | 12,318 | 2,491 |
Total assets | 981,672 | 688,838 |
Current liabilities: | ||
Notes payable to individuals and companies, net of discounts | 228,408 | 254,847 |
Accounts payable | 52,090 | 29,865 |
Accrued interest | 51,441 | 33,875 |
Accrued expenses | 12,134 | |
Total current liabilities | 344,073 | 318,587 |
Other liabilities: | ||
Contingent liability | 75,000 | 75,000 |
Total liabilities | 419,073 | 393,587 |
Stockholders' equity: | ||
Common stock, par value $0.00001; 100,000,000 shares authorized, 54,380,230 and 52,264,476 issued and outstanding at June 30, 2018 and March 31, 2018, respectively | 544 | 523 |
Additional paid-in capital | 54,788,963 | 54,680,382 |
Accumulated deficit | (54,224,712) | (54,391,500) |
Accumulated other comprehensive income | 8,042 | |
Total stockholders' equity - Tauriga Sciences, Inc. | 564,795 | 297,447 |
Non-controlling interest in subsidiary | (2,196) | (2,196) |
Total stockholders' equity | 562,599 | 295,251 |
Total liabilities and stockholders' equity | $ 981,672 | $ 688,838 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 54,380,230 | 52,264,476 |
Common stock, shares outstanding | 54,380,230 | 52,264,476 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
Research and development | 2,000 | |
General and administrative | 222,038 | 473,889 |
Depreciation and amortization expense | 259 | 135 |
Total operating expenses | 222,297 | 476,024 |
Loss from operations | (222,297) | (476,024) |
Other income (expense) | ||
Interest expense | (23,496) | (148,448) |
Loss on extinguishment of debt | (271,280) | |
Gain on derivative liability | 271,280 | |
Unrealized gain on trading securities | 78,170 | |
Loss on exchange from BTC | (37) | |
Unrealized loss on digital currency exchange | (5,572) | |
Gain on sale of trading securities | 340,020 | |
Total other income (expense) | 389,085 | (148,448) |
Net income (loss) | 166,788 | (624,472) |
Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to controlling interest | 166,788 | (624,472) |
Deemed dividend | (271,280) | |
Net income (loss) attributable to common shareholders | 166,788 | (895,752) |
Comprehensive income (loss) | ||
Net income (loss) | 166,788 | (624,472) |
Change in unrealized gain on available for sale security | 1,250 | |
Comprehensive income (loss) | $ 166,788 | $ (623,222) |
Earnings (loss) per share - basic | $ 0.003 | $ (0.036) |
Weighted average number of shares outstanding - basic | 53,662,728 | 24,676,213 |
Earnings (loss) per share - fully diluted | $ 0.003 | $ (0.036) |
Weighted average number of shares outstanding - fully diluted | 59,359,187 | 24,676,213 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income (loss) attributable to controlling interest | $ 166,788 | $ (624,472) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Amortization of original issue discount | 3,561 | 7,371 |
Unrealized loss on digital currency | 5,572 | |
Depreciation and amortization | 259 | 135 |
Non-cash interest | 54,000 | |
Amortization of debt discount | 66 | |
Common stock issued and issuable for services (including stock-based compensation) | 43,221 | 209,317 |
Legal fees deducted from proceeds of notes payable | 10,500 | |
Change in derivative liability | (271,280) | |
Loss on extinguishment of debt | 271,280 | |
Gain on sale of trading securities | (340,020) | |
Unrealized gain on trading securities | (78,170) | |
(Increase) decrease in assets | ||
Prepaid expenses | 31,450 | (24,250) |
Increase (decrease) in liabilities | ||
Accounts payable | 22,224 | (3,253) |
Accrued interest | 19,906 | 67,351 |
Accrued expenses | 12,134 | 44,050 |
Cash (used in) operating activities | (112,865) | (259,185) |
Cash flows from investing activities | ||
Proceeds (purchase) of trading securities, net | 128,983 | |
Proceeds (purchase) of digital currency, net | (7,831) | |
Purchase of property and equipment | (10,086) | (1,633) |
Cash provided by (used in) investing activities | 111,066 | (1,633) |
Cash flows from financing activities | ||
Repayment of principal on notes payable | (40,000) | |
Proceeds from the sale of common stock (including to be issued) | 150,000 | |
Proceeds from convertible notes | 25,000 | 229,500 |
Cash provided by financing activities | 25,000 | 339,500 |
Net increase in cash | 23,201 | 78,682 |
Cash, beginning of period | 12,291 | 18 |
Cash, end of period | 35,492 | 78,700 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | 19,659 | |
Taxes Paid | ||
NON CASH ITEMS | ||
Conversion of notes payable and accrued interest for common stock | 57,339 | 187,003 |
Deemed dividend | 271,280 | |
Reclassification of derivative liability to additional paid in capital | 729,189 | |
Recognition of debt discount | 12,546 | |
Change in value of available for sale security | 1,250 | |
Reclassification of other comprehensive income to additional paid in capital | $ 8,042 |
Basis of Operations
Basis of Operations | 3 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations | NOTE 1 – BASIS OF OPERATIONS The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the March 31, 2018 Form 10-K filed with the SEC, including the audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. Nature of Business Tauriga Sciences, Inc. (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. During the quarter ended December 31, 2017, the Company launched a lip balm product (branded as HerMan® 2018 Reverse Stock Split On March 12, 2018, the Company held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company’s Articles of Incorporation to decrease the number of authorized shares of the Company’s common stock, $0.00001 par value per share from 7,500,000,000 to 100,000,000 shares and to affect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”). On June 8, 2018, the Company filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Florida, for the aforementioned decrease in the number of authorized shares and to affect a 1-for-75 reverse stock split of the Company’s common stock. The Reverse Stock Split became effective at 12:01 a.m. on July 9, 2018. As a result of the Reverse Stock Split, each seventy-five (75) shares of the Company’s issued and outstanding common stock has been automatically combined and converted into one (1) issued and outstanding share of common stock. The Reverse Stock Split has affected all issued and outstanding shares of common stock, as well as common stock underlying stock options, warrants and other convertible securities outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the common stock outstanding prior to the Reverse Stock Split from 4,078,179,672 shares to 54,380,230 shares following the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split, and any such stockholders whose number of post-split shares would result in a fractional number will have his/her/its shares rounded up to the next number of shares. Pursuant to SAB Topic 14C of the Securities Exchange Act of 1934, as amended, the holders of common stock, par value $0.00001 per share, were notified via Current Report Form 8K (filed on July 9, 2018) that on March 12, 2018, the Company received a unanimous written consent in lieu of a meeting of the holders of the common stock that the common stock of the Company 1 for 75 reverse split was effective. All references set forth in this quarterly report to number of shares or per share data have been presented retroactively on a post reverse stock-split basis, including any stock options, restricted stock, notes, convertible or exercisable securities and warrants, have been retroactively adjusted in these condensed consolidated financial statements for all periods presented to reflect the 1-for-75 Reverse Stock Split. Cupuaçu 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 cupuaçu butter lip balm, sold under the trademark HerMan® On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019, at which time, if mutually agreed upon. the companies reserve the option to extend for an additional 2 years (if exercised at that time, this License Agreement would be extended through December 23, 2021). The two companies reserve the right to request amendment of the License Agreement at any point during the effective term of the agreement. As noted above, during the quarter ended December 31, 2017, the Company launched this lip balm product (branded as HERMAN®). During February of 2018, the Company’s strategy with respect to the HerMan® The Company had no sales of the HerMan® Honeywood On March 10, 2014, the Company entered into a definitive agreement to acquire California-based Honeywood LLC (“Honeywood”), developer of a topical medicinal cannabis product, that, at the time, sold in numerous dispensaries across the state of California. This definitive agreement was valid for a period of 120 days and the Company advanced to Honeywood $217,000 to be applied towards the final closing requisite cash total and incurred $178,000 in legal fees as of March 31, 2014 in connection with the acquisition. On September 24, 2014 (the “Unwinding Date”), the Company, Honeywood and each of Honeywood’s principals entered into a Termination Agreement (the “Termination Agreement”) to unwind the effects of the Merger (the “Unwinding Transaction”). In accordance with the Termination Agreement, Honeywood agreed to repay to the Company substantially all of the advances made by the Company to Honeywood prior to and after the Merger by delivering to the Company on the Unwinding Date a Secured Promissory Note in the principal amount of $170,000 (the “Note”). The Note bore interest at 6% per annum and was repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. The Note was secured by a blanket security interest in Honeywood’s assets pursuant to a Security Agreement entered into on the Unwinding Date between Honeywood and the Company. Honeywood never made any payments under the Note prior to the Honeywood Conversion Agreement (as defined below). As a result, the Company had fully reserved this amount and it was not reflected as a receivable on its financial statements. Effective August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert the entire principal and accrued but unpaid interest due into a 5% membership interest in Honeywood (the “Honeywood Conversion Agreement”). The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with 320-10-35-28, “ Investments—Debt and Equity Securities Pilus Energy On November 25, 2013, the Company executed a definitive merger 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 create electricity while consuming polluting molecules from wastewater. On January 28, 2014, the Company completed its acquisition of Pilus. As a condition of the acquisition, the shareholders of Pilus received a warrant to purchase 1,333,334 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000, and, based upon whether the Warrants issued to Pilus represented at least 5% the then outstanding and fully diluted capitalization of the Company, Pilus had been granted an option to appoint a member to the Company’s board of directors. No board member had been appointed by Pilus to the Company’s board. In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) (“Open Therapeutics”), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing. Pilus’ principal asset on its balance sheet at the time of the acquisition was its US patent relating to its clean water technology. 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 1,333,334 warrants the Company 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. Pilus Energy On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus back to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 385,569 shares (or 308,455 warrants) of the Company’s common stock. Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments would be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed 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 June 30, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. No activity is expected to occur prior to the Company’s third fiscal quarter, and possibly later. Tauriga Biz Dev Corp On January 4, 2018, the Company announced that its Board of Directors unanimously approved the formation a wholly-owned subsidiary focused on acquiring interest(s) in patents and other intellectual property. This subsidiary, incorporated in Delaware, was named Tauriga IP Acquisition Corp. On March 25, 2018, the Company changed the name to Tauriga Biz Dev Corp. On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with Blink Charging Company (NASDAQ: BLNK) (“BLINK”). Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV (“Electric Vehicle”) Stations placement. Tauriga Biz Dev Corp will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has not yet secured the location for installation of these units. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern In the year ended March 31, 2018, the Company had two substantial events occur. The Company launched its joint venture product as noted above. This resulted in operations that the Company recognized its initial sales orders from. Operations from this joint venture are currently on hold while the Company works out quality control issues regarding the packaging of the individual units. As a result, the entire inventory balance has been written off. Additionally, the Company settled the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al. that was ongoing for over one year. Due to the settlement of the lawsuit, the Company was able to record $2,050,000 in other income in the year ended March 31, 2018. With the collection of proceeds from the lawsuit, the Company was able to settle long outstanding payables and pay convertible notes payable, as well as invest in trading securities to leverage its operating business. As a result of these two events Company has been able to rely much less on third-party borrowing while we continued to develop their business. The Company invested a portion of its available cash in trading securities. As a result of some of these investments in trading securities, the Company was able to recognize a net profit in the amount of $166,788 for the three months ended June 30, 2018 compared to a net loss of $624,472 for the same period in the prior year. Also, as a result of this activity the Company had a working capital surplus of $625,281 at June 30, 2018 compared to $367,760 at March 31, 2018. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve more than nominal sales and profitable operations and sustain cash flow to operate the Company for a period of twelve months. Management’s plans with respect to this include raising capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in technology or other operating companies or formulating relationships such as the one with BLINK. The Company, after the reverse stock split became effective, has up-listed as OTCQB:TAUGD effective July 30, 2018 to have easier access to capital through larger investors. In connection with our recent 1:75 reverse stock split, the Company’s stock symbol was designated the letter “D” at the end of our stock symbol (TAUG), as is customary to alert shareholders that a stock split has occurred. This letter “D” designation is for a 20-day trading period that will end on August 5, 2018, at which time the Company’s stock symbol will revert to TAUG. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, 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. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed 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 condensed 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. Condensed Consolidated Financial Statements The condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga Biz Dev Corp. All intercompany transactions have been eliminated in consolidation. Non-controlling Interests On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. Commissions earned under this contract with Tauriga Biz Dev Corp will be recorded as revenue when earned. Based on a binding agreement in place between BLINK and the referral provided by the Company, revenue will be recorded based on equipment value purchased or placed in service as well as the length of the contract. The Company is currently working towards its goal of generating potential revenue deriving from this Reseller Agreement with BLINK. On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has not yet secured the location for installation of these units. The Company recognized no operating revenue during the three months ended June 30, 2018 and 2017. Use of Estimates The preparation of the condensed 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. Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At June 30, 2018, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution, and we evaluate at least annually the rating of the financial institution in which the Company holds deposits. The Company had no cash equivalents as of June 30, 2018. Investment in Trading Securities Investment in trading securities consist of investments in shares of common stock of companies traded on public markets, warrants exercisable for publicly traded common stock as well as publicly traded warrants of these companies. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other operating income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other operating income or loss. Inventory Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering. For wholesale product orders shipping cost is paid by the Company. As of March 31, 2018, as a result of the quality control issues regarding the packaging, the Company has written off the remaining inventory of $16,897 as the manufacturer completed the re-design of the packaging of this product as the Company has determined that the units then on hand were not usable. No other inventory has been purchased for the period ending June 30, 2018. 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 Earnings (Loss) Per Common Share The Company computes per share amounts in accordance with FASB ASC Topic 260 “ Earnings per Share Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “ Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “E quity-Based Payments to Non-Employees 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 accounts for comprehensive income (loss) under ASC 220, “Income Statement – Reporting Comprehensive Income,” 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 $0 and $2,000 for the three months ended June 30, 2018 and 2017, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its cupuaçu butter lip balm, as well as any intellectual property or other related technologies. 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 any new entities. Fair Value Measurements ASC 820 “ 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 condensed 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 for the respective periods. 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, investments, short-term notes payable, 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 condensed consolidated Balance Sheets 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). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 for the year ended June 30, 2017. This adoption of this accounting pronouncement had no effect on the three months ended June 30, 2018 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the three months ended June 30, 2017, with no effect on the three months ended June 30, 2018. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the three months ended June 30, 2017 and no deemed dividend for the three months ended June 30, 2018. The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and (iii) the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of the instruments described in this paragraph have been fully repaid or converted as of October 10, 2017. 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 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 June 30, 2018. Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” 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 February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) 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 condensed consolidated financial position or operating results. Subsequent Events In accordance with ASC 855 “ Subsequent Events |
Inventory
Inventory | 3 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 3– INVENTORY As a result of the quality control issues regarding the packaging, the Company has written off the remaining inventory of $16,897 as of March 31, 2018 as they complete the re-design of the packaging of this product as they have determined that the units are not usable. The Company has removed the product from the website and is working with the manufacturer to resolve these issues. The Company as a result of this, has no Inventory as of June 30, 2018 and March 31, 2018. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4– PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: June 30, 2018 (unaudited) March 31, 2018 Estimated Life Computers, office furniture and other equipment $ 69,137 $ 59,051 3-5 years Less: accumulated depreciation (56,819 ) (56,560 ) Net $ 12,318 2,491 On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in one or more retail locations whereby the Company will share revenue from these electric car vehicle charging units with such location owner. No depreciation expense has been recorded for the charging units due to the fact they have not been placed in service. Depreciation expenses for the three months ended June 30, 2018 and 2017 was $259 and $135, respectively. |
Commitments
Commitments | 3 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 5 – COMMITMENTS On December 23, 2016, the Company entered into a non-exclusive, one-year, license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm sold under the trademark HerMan® On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019. Based on mutual agreement, at that time, the companies reserve the option to extend for an additional two years (if exercised at that time, this License Agreement would be extended through December 23, 2021). On December 1, 2017, the Company relocated its corporate headquarters from Danbury, Connecticut to New York, New York. The Company has entered into a two-year lease at $1,010 per month for the term of the lease. The Company recorded rent expense of $3,149 for the three months ended June 30, 2018 compared to no expense for the same period in prior year. Lease obligation for Fiscal Year Ended March 31, 2019 9,090 2020 8,080 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS 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. On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments would be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed 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 June 30, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. No activity is expected to occur prior to the Company’s third fiscal quarter. 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 achieving 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. |
Derivative Liabilities Embedded
Derivative Liabilities Embedded in Convertible Notes | 3 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities Embedded in Convertible Notes | NOTE 7 – DERIVATIVE LIABILITIES EMBEDDED IN CONVERTIBLE NOTES The Company has 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 intents 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 With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. The Company was not affected by the adoption of ASU 2017-11 for the three months ended June 30, 2018 as they had no instruments that would be impacted by this pronouncement, compared to a gain on derivative liability in the amount of $271,280 for the three months ended June 30, 2017. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the three months ended June 30, 2017. The three instruments affected by this adoption were the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments have been fully repaid or converted as of October 10, 2017. |
Notes Payable and Convertible N
Notes Payable and Convertible Notes | 3 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Notes | NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES Notes payable and convertible notes consisted of the following as of: June 30, 2018 (unaudited) March 31, 2018 Alternative Strategy Partners PTE Ltd.- Sep 2015 (a) $ 90,000 $ 90,000 GS Capital Partners LLC - Oct 2017 (b) 50,000 105,000 GS Capital Partners LLC - March 2018 (c) 48,000 48,000 GS Capital Partners LLC - Nov 2018 (d) 28,000 - Note to an Individual – Feb 2013 (e) 15,000 15,000 Total notes payable and convertible notes 231,000 258,000 Less - note discounts (2,592 ) (3,153 ) Less - current portion of these notes (228,408 ) (254,847 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Three-month $180,000 non-convertible debenture (“note”) dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash 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 the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of June 30, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company 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 note. 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 June 30, 2018, this note had accrued interest of $23,468. (b) On October 17, 2017, the Company entered into a stock purchase agreement with GS Capital Partners LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note (the “Back-End Note”) was initially paid for by an offsetting promissory note issued by GS Capital Partners LLC, to the Company (the “Note Receivable”). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due June 17, 2018, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the First Note and the Back-End Note are outstanding, the Company may redeem either by paying to GS Capital Partners LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). At June 30, 2018, the first note had accrued interest of $2,805. On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. At June 30, 2018, this note had accrued interest of $19,503. (c) On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This Back-End Note was initially paid for by an offsetting promissory note issued by GS Capital Partners, LLC to the Company (the “Note Receivable”). This note has a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. At June 30, 2018, this note had accrued interest of $1,189. (d) On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note (the “Back-End Note”) is initially paid for by an offsetting promissory note issued by GS Capital Partners, LLC to the Company (the “Note Receivable”). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due January 10, 2019, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months First Note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. As of June 30, 2018, this note had accrued interest of $558. (e) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. As of June 30, 2018, this note accrued interest of $6,723. During the three months ended June 30, 2018, the Company issued 1,985,754 shares of common stock to holders of convertible notes to retire $55,000 in principal and $2,339 of accrued interest (at $0.02888 per share) under the convertible notes. During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes. During the year ended March 31, 2018, the Company paid cash of $347,681 to retire convertible note principal and cash of $145,550 to repay interest and prepayment penalties. Interest expense for the three months ended June 30, 2018 and 2017 was $23,496 and $148,448. For the three months ended June 30, 2018 interest expense consisted of interest on face value of convertible notes in the amount of $3,405, prepayment penalty on convertible notes in the amount of $16,500 and amortized debt discount of $3,561. Accrued interest at June 30, 2018 and March 31, 2018 was $51,441 and $33,875, respectively. |
Related Parties
Related Parties | 3 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9 – RELATED PARTIES 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 1,013,334 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017. 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 586,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017. On October 6, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $137,500. This investment is structured as an equity private placement of 1,466,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued December 19, 2017. As a result of the Company’s joint venture with Ice + Jam, a receivable and a payable was recorded on the Company’s books. As of June 30, 2018, these amounts represented cash Ice + Jam collected from sales of HerMan® |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 – STOCKHOLDERS’ EQUITY Common Stock As of June 30, 2018, the Company is authorized to issue 100,000,000 shares of its common stock. As of June 30, 2018, there were 54,380,230 shares of common stock are outstanding which includes all adjustments for fractional shares. Fiscal Year 2018 During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes. During the year ended March 31, 2018, the Company issued 1,885,715 shares of common stock to a private investor for an aggregate value of $177,500 (at $0.0975 per share). During the year ended March 31, 2018, the Company issued 1,600,000 shares of common stock to Seth Shaw, the Company’s Chief Executive Officer, for an aggregate value of $150,000 ($0.09375 per share). During the year ended March 31, 2018, the Company issued 1,926,667 shares of common stock for services rendered and to be rendered 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, 2018, the Company issued 1,133,334 shares of common stock as commitment fees to noteholders at an aggregate value of $86,600 ($0.075 per share). During the year ended March 31, 2018, the Company issued 1,553,334 shares of common stock for debt and legal settlements at an aggregate value of $75,050 ($0.045 per share). During the year ended March 31, 2018, the Company issued 868,000 shares of common stock to former officers and directors for amounts previously accrued at an aggregate value of $173,999 ($0.2025 per share). 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 and (b) 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. The Company recognized $43,221 and $209,317 in stock-based compensation expense related to these agreements in the three months ended June 30, 2018 and 2017. Fiscal Year 2019 During the three months ended June 30, 2018 the Company issued 130,000 shares of its restricted common stock to consultants under consulting agreements. During the three months ended June 30, 2018 the Company issued 1,985,754 shares of restricted common stock to a note holder for the conversion of debt and accrued interest having a value of $57,339 ($0.028875 per share). Warrants for Common Stock The following table summarizes warrant activity for the three months ended June 30, 2018 and year ended March 31, 2018: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2017 1,220,227 $ 1.50 3.16 Years $ - Granted 213,334 0.2775 4.99 Years - Expired - - Exercised - - Canceled - $ (1.50 ) $ - Outstanding at March 31, 2018 1,433,593 $ 1.50 2.47 Years $ - Granted - - - Expired - - Exercised - - Canceled - - Outstanding and exercisable at June 30, 2018 1,433,593 $ 1.50 2.22 Years $ - The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Three Months Ended June 30, 2018 (unaudited) Year Ended March 31, 2018 Volatility 108.6 % 108.6 % Risk-free rate 1.24 % 1.24 % Dividend - - Expected life of warrants 5.00 5.00 On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments would be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated Balance Sheets. 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 June 30, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. 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. As partial consideration for the purchase of the note the Company granted 213,334 five-year cashless warrants with an exercise price of $0.2775 per share. Based on the relative fair value of the warrants, the Company recorded a debt discount of $12,546 on the $80,000 note, which was amortized over a period of one-year. Stock Options On February 1, 2012, the Company awarded to each of two executives’, one current and one former, options to purchase 66,667 common shares, an aggregate of 133,334 shares. These options vested immediately and were for services performed. 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 three months ended June 30, 2018 and year ended March 31, 2018: Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2017 133,334 $ 7.50 4.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2018 133,334 $ 7.50 3.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at June 30, 2018 133,334 $ 7.50 3.60 Years $ — |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended |
Jun. 30, 2018 | |
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: June 30, 2018 (unaudited) March 31, 2018 Net operating losses 8,477,000 8,514,000 Effect of TCJA recalculation (3,107,000 ) (3,107,000 ) Valuation allowance (5,370,000 ) (5,407,000 ) $ - $ - At June 30, 2018, the Company had a U.S. net operating loss carryforward in the approximate amount of $11 million available to offset future taxable income through 2038. 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. The valuation allowance decreased by $37,000 in the three months ended June 30, 2018 and decreased by $140,000 in the year ended March 31, 2018. On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act (“the TCJA”) was enacted into law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. Also, mandatory repatriation of untaxed foreign earnings and profits will be taxed at 15.5% to the extent the underlying assets are liquid and 8% on the remaining balance. There are other provisions to the TCJA, such as conversion of a worldwide system to a territorial system, limitations on interest expense and domestic production deductions, which will be effective in fiscal 2019. The Company anticipates its effective tax rate to be 28% to 30%, excluding the one-time impact of the TCJA for fiscal 2018 primarily due to the reduction in the federal tax rate. The Company’s actual effective tax rate for fiscal 2018 may differ from management’s estimate due to changes in interpretations and assumptions. Due to the timing of enactment and complexity of the TCJA, the Company is unable to estimate a reasonable range of the one-time impact associated with mandatory repatriation, re-measurement of deferred taxes and other provisions of the TCJA. |
Investments
Investments | 3 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | NOTE 12 – INVESTMENTS Trading securities For investments in securities of other companies that are owned, the Company records them at fair value with unrealized gains and losses reflected in other operating income or loss. For investments in these securities that are sold by us, the Company recognizes the gains and losses attributable to these securities investments as realized gains or losses in other operating income or loss on a first in first out basis. Investment in Trading Securities: At March 31, 2018 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) Green Innovations Ltd (GNIN)* (a) $ 250,000 $ - $ 6,815 - - $ (243,185 ) $ - VistaGen Therapeutics Inc (VTGN) (b) - 490,117 - 490,117 306,207 - (183,910 ) Blink Charging Co (BLNK) (c) - 190,350 - 190,350 123,750 - (66,600 ) Blink Charging Co (BLNKW) (Warrants) (c) - 900 - 900 31,545 - 30,645 Aytu BioScience Inc (AYTU) (d) - 82,270 - 82,270 119,947 - 37,677 Lightbridge Corp. (LTBR) (e) - 37,511 - 37,511 29,250 - (8,261 ) Totals $ 250,000 $ 801,148 $ 6,815 $ 801,148 $ 610,699 $ (243,185 ) $ (190,449 ) * During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security Investment in Trading Securities: At June 30, 2018 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) Green Innovations Ltd (GNIN) (a) $ - - $ - $ - $ - $ - $ - VistaGen Therapeutics Inc (VTGN) (b) 490,117 62,135 (93,885 ) 443,545 434,290 (14,686 ) 174,655 Blink Charging Co (BLNK) (c) 190,350 151,666 (367,142 ) - - 25,126 66,600 Blink Charging Co (BLNKW) (Warrants) (c) 900 162,215 (468,496 ) - - 305,381 (30,645 ) Aytu BioScience Inc (AYTU) (d) 82,270 100,030 (26,752 ) 160,565 104,960 5,017 (93,282 ) Lightbridge Corp. (LTBR) (e) 37,511 162,207 (98,141 ) 120,759 112,595 19,182 97 Pulmatrix Inc. (PULM) (f) - 196,980 - 196,980 168,750 - (28,230 ) Axovant Sciences Ltd. (AXON) (g) - 90,125 - 90,125 79,100 - (11,025 ) Totals $ 801,148 $ 925,358 $ (1,054,415 ) $ 1,011,974 $ 899,695 $ 340,021 $ 78,170 (a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the three months ended June 30, 2017, there was a comprehensive gain recorded of $1,250. (b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (“VTGN”). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 59,380 shares of VTGN for $61,254 (average price per share of $1.03 per share). The Company sold 72,380 shares of VTGN for $99,161 ($1.37 per share) for a realized loss of $14,686. The unrealized loss for the three months ended June 30, 2018 was $9,255. (c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company is in possession of the registered securities as of the closing date. The Company’s investment in BLINK common stock and warrants had a cost of $191,150, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $149,975 (average price per share of $3.66). The Company sold its total holding of 86,018 shares of BLINK for $371,986 (average price per share of $4.32) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $476,695 (average price per warrant of $1.60) realizing a gain of $305,381. (d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized loss of $37,677 and a fair value of $119,947 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 260,000 shares of AYTU for a $98,830 (average price per share $0.38). During the three months ended June 30, 2018, the Company sold 48,300 shares of AYTU for $26,752 ($0.55 per share). During the three months ended June 30, 2018, the Company had an unrealized loss of $55,605 on this holding. (e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 150,000 shares of LTBR for $160,441 (average of $1.07 per share.) During the three months ended June 30, 2018, the Company sold 62,405 shares of LTBR for $98,869 (average price per share of $1.58) realizing a gain of $19,182. During the three months ended June 30, 2018, the Company had an unrealized loss of $8,164 on this holding. (f) During the three months ended June 30, 2018, the Company purchased 375,000 shares of Pulmatix Inc. (PULM) for $194,812 (average per share price of $0.52. During the three months ended June 30, 2018, the Company had an unrealized loss of $28,230 on this holding. (g) During the three months ended June 30, 2018, the Company purchased 35,000 shares of Axovant Sciences Ltd. (AXON) for $89,113 (average share price of $2.55). During the three months ended June 30, 2018, the Company had an unrealized loss of $11,025 on this holding. At June 30, 2018, the Company held warrants for AYTU Bioscience to purchase 111,100 common shares at a strike price of $0.54 with an expiration of March 6, 2023. At June 30, 2018 these warrants were out of the money by $0.278 per share. Since these shares are not publicly traded and therefore are not highly liquid the Company has chosen not to recognize the unrealized gain in this security. At June 30, 2018, the Company held warrants for VistaGen Therapeutics, Inc. to purchase 320,000 shares of common stock at a strike price of $1.50 per share, with an expiration of December 13, 2022. At June 30, 2018 these warrants were out of the money by $0.13 per share. Since these warrants are not publicly traded and, therefore, are not highly liquid the Company has chosen not to recognize the unrealized gain or loss in this security. Digital Currency During the year ended March 31, 2018, the Company completed cumulative purchases in the Groestlcoin cryptocurrency in the aggregate amount of $35,000 for 27,919.133 units ($0.79 per unit). (Crypto Currency Code: GRS). The purchase of this currency cannot be executed directly using $USD. The Company must purchase Bitcoin (BTC) and then purchase the Groestlcoin cryptocurrency by using BTC. This two-step process generated actual losses or gains on the purchase of Groestlcoin. For the year ended March 31, 2018 the Company realized a loss of $2,859 on exchange from BTC reflected as other operation income. The investment in Groestlecoin has a cost of $31,481 net of fees, unrealized loss of $9,425 and a fair value of $22,056. During the three months ended June 30, 2018, the Company completed a purchase in the Groestlcoin cryptocurrency in the aggregate amount of $8,000 for 11,922.81 units ($0.65.69 per unit). For the three months ended June 30, 2018 the Company realized a loss of $37 on exchange from BTC reflected as other operation income. The investment in Groestlecoin has a cost of $39,862 net of fees, unrealized loss of $5,572 and a fair value of $24,316. Equity investments Honeywood Effective August 1, 2017, the Company entered into a Debt Conversion Agreement in respect to a secured promissory note issued following the unwinding of the Honeywood acquisition (See NOTE 1), whereby the Company agreed to convert the entire principal and accrued but unpaid interest due under the note into a 5% membership interest in Honeywood. The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with FASB ASC 320-10-35-28, “ Investments—Debt and Equity Securities, |
Litigation
Litigation | 3 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 13 –LITIGATION On November 9, 2017, the Company entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) in connection with the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al.) before the United States District Court of the District of New Jersey, Civil Action No. 3:16-cv-06285 (the “Action”) to resolve all claims between the parties in the Action for aggregate consideration to the Company of $2,050,000. Also, as part of the Settlement Agreement, the defendants agreed to release any and all claims against the Company. Upon receipt of the Settlement Payment, the Company dismissed the Action with prejudice. The settlement amount was funded in its entirety by professional liability insurance for the defendants. The Company and the defendants also exchanged general releases of all claims against the other as part of the Settlement Agreement, including any potential derivative actions, and to avoid any future public comments on the Action, unless required by law. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and March 31, 2018: June 30, 2018 (unaudited) Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 899,695 $ - $ - $ 899,695 Investment in digital currency $ 24,316 $ - $ - $ 24,316 March 31, 2018 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 610,699 $ - $ - $ 610,699 Investment in digital currency $ 22,056 $ - $ - $ 22,056 With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Common Stock On July 11, 2018, the Company purchased 400,000 restricted shares of Paymeon Inc. (“PAYM”) for $30,000 ($0.075 per share). In conjunction with the investment, the Company agreed to a 12-month resale restriction. PAYM is publicly traded as OTC Pink:PAYM. These shares will not be held in trust by a broker with the other trading securities that the Company owns. Effective July 19, 2018 the Company effectuated a 1 for 75 reverse stock split of its common stock as previously approved on April 24, 2018 by the Board of Directors. All stock figure herein are reflected on a post-reverse-split basis. On July 30, 2018, the Company’s stock began trading on the OTCQB:TAUGD In connection with our recent 1:75 reverse stock split, the Company’s stock symbol was designated the letter “D” at the end of our stock symbol (TAUG), as is customary to alert shareholders that a stock split has occurred and a new CUSIP number has been assigned to that public company’s traded securities. This letter “D” designation is for a 20-day trading period that will end on August 5, 2018, at which time the Company’s stock symbol will revert to TAUG. Convertible Notes On July 18, 2018, the Company paid $69,503 to GS Capital to fully retire the October 17, 2018 convertible note having and original face value of $105,000. This payment retired the remaining $50,000 of principal, $3,503 of accrued interest and a prepayment penalty of $16,500. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern In the year ended March 31, 2018, the Company had two substantial events occur. The Company launched its joint venture product as noted above. This resulted in operations that the Company recognized its initial sales orders from. Operations from this joint venture are currently on hold while the Company works out quality control issues regarding the packaging of the individual units. As a result, the entire inventory balance has been written off. Additionally, the Company settled the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al. that was ongoing for over one year. Due to the settlement of the lawsuit, the Company was able to record $2,050,000 in other income in the year ended March 31, 2018. With the collection of proceeds from the lawsuit, the Company was able to settle long outstanding payables and pay convertible notes payable, as well as invest in trading securities to leverage its operating business. As a result of these two events Company has been able to rely much less on third-party borrowing while we continued to develop their business. The Company invested a portion of its available cash in trading securities. As a result of some of these investments in trading securities, the Company was able to recognize a net profit in the amount of $166,788 for the three months ended June 30, 2018 compared to a net loss of $624,472 for the same period in the prior year. Also, as a result of this activity the Company had a working capital surplus of $625,281 at June 30, 2018 compared to $367,760 at March 31, 2018. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve more than nominal sales and profitable operations and sustain cash flow to operate the Company for a period of twelve months. Management’s plans with respect to this include raising capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in technology or other operating companies or formulating relationships such as the one with BLINK. The Company, after the reverse stock split became effective, has up-listed as OTCQB:TAUGD effective July 30, 2018 to have easier access to capital through larger investors. In connection with our recent 1:75 reverse stock split, the Company’s stock symbol was designated the letter “D” at the end of our stock symbol (TAUG), as is customary to alert shareholders that a stock split has occurred. This letter “D” designation is for a 20-day trading period that will end on August 5, 2018, at which time the Company’s stock symbol will revert to TAUG. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, 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. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed 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 condensed 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. |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga Biz Dev Corp. All intercompany transactions have been eliminated in consolidation. |
Non-controlling Interests | Non-controlling Interests On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles. Commissions earned under this contract with Tauriga Biz Dev Corp will be recorded as revenue when earned. Based on a binding agreement in place between BLINK and the referral provided by the Company, revenue will be recorded based on equipment value purchased or placed in service as well as the length of the contract. The Company is currently working towards its goal of generating potential revenue deriving from this Reseller Agreement with BLINK. On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has not yet secured the location for installation of these units. The Company recognized no operating revenue during the three months ended June 30, 2018 and 2017. |
Use of Estimates | Use of Estimates The preparation of the condensed 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. |
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 June 30, 2018, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution, and we evaluate at least annually the rating of the financial institution in which the Company holds deposits. The Company had no cash equivalents as of June 30, 2018. |
Investment in Trading Securities | Investment in Trading Securities Investment in trading securities consist of investments in shares of common stock of companies traded on public markets, warrants exercisable for publicly traded common stock as well as publicly traded warrants of these companies. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other operating income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other operating income or loss. |
Inventory | Inventory Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering. For wholesale product orders shipping cost is paid by the Company. As of March 31, 2018, as a result of the quality control issues regarding the packaging, the Company has written off the remaining inventory of $16,897 as the manufacturer completed the re-design of the packaging of this product as the Company has determined that the units then on hand were not usable. No other inventory has been purchased for the period ending June 30, 2018. |
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 Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes per share amounts in accordance with FASB ASC Topic 260 “ Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for Stock-Based Compensation under ASC 718 “ Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “E quity-Based Payments to Non-Employees 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 accounts for comprehensive income (loss) under ASC 220, “Income Statement – Reporting Comprehensive Income,” 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 $0 and $2,000 for the three months ended June 30, 2018 and 2017, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its cupuaçu butter lip balm, as well as any intellectual property or other related technologies. 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 any new entities. |
Fair Value Measurements | Fair Value Measurements ASC 820 “ 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 condensed 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 for the respective periods. 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, investments, short-term notes payable, 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 condensed consolidated Balance Sheets 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). With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “ Debt—Debt with Conversion and Other Options Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “ Derivatives and Hedging The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “ Derivatives and Hedging—Contracts in Entity’s Own Equity For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period. The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 for the year ended June 30, 2017. This adoption of this accounting pronouncement had no effect on the three months ended June 30, 2018 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the three months ended June 30, 2017, with no effect on the three months ended June 30, 2018. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the three months ended June 30, 2017 and no deemed dividend for the three months ended June 30, 2018. The three instruments affected by this adoption were the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments have been fully repaid or converted as of October 10, 2017. |
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 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 June 30, 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” 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 February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) 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 condensed consolidated financial position or operating results. |
Subsequent Events | Subsequent Events In accordance with ASC 855 “ Subsequent Events |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: June 30, 2018 (unaudited) March 31, 2018 Estimated Life Computers, office furniture and other equipment $ 69,137 $ 59,051 3-5 years Less: accumulated depreciation (56,819 ) (56,560 ) Net $ 12,318 2,491 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Obligation | Lease obligation for Fiscal Year Ended March 31, 2019 9,090 2020 8,080 |
Notes Payable and Convertible24
Notes Payable and Convertible Notes (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Individuals and Companies | Notes payable and convertible notes consisted of the following as of: June 30, 2018 (unaudited) March 31, 2018 Alternative Strategy Partners PTE Ltd.- Sep 2015 (a) $ 90,000 $ 90,000 GS Capital Partners LLC - Oct 2017 (b) 50,000 105,000 GS Capital Partners LLC - March 2018 (c) 48,000 48,000 GS Capital Partners LLC - Nov 2018 (d) 28,000 - Note to an Individual – Feb 2013 (e) 15,000 15,000 Total notes payable and convertible notes 231,000 258,000 Less - note discounts (2,592 ) (3,153 ) Less - current portion of these notes (228,408 ) (254,847 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Three-month $180,000 non-convertible debenture (“note”) dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash 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 the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of June 30, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company 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 note. 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 June 30, 2018, this note had accrued interest of $23,468. (b) On October 17, 2017, the Company entered into a stock purchase agreement with GS Capital Partners LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note (the “Back-End Note”) was initially paid for by an offsetting promissory note issued by GS Capital Partners LLC, to the Company (the “Note Receivable”). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due June 17, 2018, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the First Note and the Back-End Note are outstanding, the Company may redeem either by paying to GS Capital Partners LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). At June 30, 2018, the first note had accrued interest of $2,805. On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. At June 30, 2018, this note had accrued interest of $19,503. (c) On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This Back-End Note was initially paid for by an offsetting promissory note issued by GS Capital Partners, LLC to the Company (the “Note Receivable”). This note has a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. At June 30, 2018, this note had accrued interest of $1,189. (d) On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note (the “Back-End Note”) is initially paid for by an offsetting promissory note issued by GS Capital Partners, LLC to the Company (the “Note Receivable”). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due January 10, 2019, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months First Note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. As of June 30, 2018, this note had accrued interest of $558. (e) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. As of June 30, 2018, this note accrued interest of $6,723. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Schedule of Warrants Activity | The following table summarizes warrant activity for the three months ended June 30, 2018 and year ended March 31, 2018: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2017 1,220,227 $ 1.50 3.16 Years $ - Granted 213,334 0.2775 4.99 Years - Expired - - Exercised - - Canceled - $ (1.50 ) $ - Outstanding at March 31, 2018 1,433,593 $ 1.50 2.47 Years $ - Granted - - - Expired - - Exercised - - Canceled - - Outstanding and exercisable at June 30, 2018 1,433,593 $ 1.50 2.22 Years $ - |
Schedule of Stock Options Activity | The following table summarizes option activity for the three months ended June 30, 2018 and year ended March 31, 2018: Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at March 31, 2017 133,334 $ 7.50 4.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2018 133,334 $ 7.50 3.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable at June 30, 2018 133,334 $ 7.50 3.60 Years $ — |
Warrant [Member] | |
Schedule of Assumptions Under Black-Scholes Pricing Model | The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model: Three Months Ended June 30, 2018 (unaudited) Year Ended March 31, 2018 Volatility 108.6 % 108.6 % Risk-free rate 1.24 % 1.24 % Dividend - - Expected life of warrants 5.00 5.00 |
Stock Options [Member] | |
Schedule of Assumptions Under Black-Scholes Pricing Model | These options vested immediately and were for services performed. 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) | 3 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following: June 30, 2018 (unaudited) March 31, 2018 Net operating losses 8,477,000 8,514,000 Effect of TCJA recalculation (3,107,000 ) (3,107,000 ) Valuation allowance (5,370,000 ) (5,407,000 ) $ - $ - |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment in Trading Securities | Investment in Trading Securities: At March 31, 2018 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) Green Innovations Ltd (GNIN)* (a) $ 250,000 $ - $ 6,815 - - $ (243,185 ) $ - VistaGen Therapeutics Inc (VTGN) (b) - 490,117 - 490,117 306,207 - (183,910 ) Blink Charging Co (BLNK) (c) - 190,350 - 190,350 123,750 - (66,600 ) Blink Charging Co (BLNKW) (Warrants) (c) - 900 - 900 31,545 - 30,645 Aytu BioScience Inc (AYTU) (d) - 82,270 - 82,270 119,947 - 37,677 Lightbridge Corp. (LTBR) (e) - 37,511 - 37,511 29,250 - (8,261 ) Totals $ 250,000 $ 801,148 $ 6,815 $ 801,148 $ 610,699 $ (243,185 ) $ (190,449 ) * During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security Investment in Trading Securities: At June 30, 2018 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized Gain (Loss) Unrealized Gain (Loss) Green Innovations Ltd (GNIN) (a) $ - - $ - $ - $ - $ - $ - VistaGen Therapeutics Inc (VTGN) (b) 490,117 62,135 (93,885 ) 443,545 434,290 (14,686 ) 174,655 Blink Charging Co (BLNK) (c) 190,350 151,666 (367,142 ) - - 25,126 66,600 Blink Charging Co (BLNKW) (Warrants) (c) 900 162,215 (468,496 ) - - 305,381 (30,645 ) Aytu BioScience Inc (AYTU) (d) 82,270 100,030 (26,752 ) 160,565 104,960 5,017 (93,282 ) Lightbridge Corp. (LTBR) (e) 37,511 162,207 (98,141 ) 120,759 112,595 19,182 97 Pulmatrix Inc. (PULM) (f) - 196,980 - 196,980 168,750 - (28,230 ) Axovant Sciences Ltd. (AXON) (g) - 90,125 - 90,125 79,100 - (11,025 ) Totals $ 801,148 $ 925,358 $ (1,054,415 ) $ 1,011,974 $ 899,695 $ 340,021 $ 78,170 (a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the three months ended June 30, 2017, there was a comprehensive gain recorded of $1,250. (b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (“VTGN”). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 59,380 shares of VTGN for $61,254 (average price per share of $1.03 per share). The Company sold 72,380 shares of VTGN for $99,161 ($1.37 per share) for a realized loss of $14,686. The unrealized loss for the three months ended June 30, 2018 was $9,255. (c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company is in possession of the registered securities as of the closing date. The Company’s investment in BLINK common stock and warrants had a cost of $191,150, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $149,975 (average price per share of $3.66). The Company sold its total holding of 86,018 shares of BLINK for $371,986 (average price per share of $4.32) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $476,695 (average price per warrant of $1.60) realizing a gain of $305,381. (d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized loss of $37,677 and a fair value of $119,947 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 260,000 shares of AYTU for a $98,830 (average price per share $0.38). During the three months ended June 30, 2018, the Company sold 48,300 shares of AYTU for $26,752 ($0.55 per share). During the three months ended June 30, 2018, the Company had an unrealized loss of $55,605 on this holding. (e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 150,000 shares of LTBR for $160,441 (average of $1.07 per share.) During the three months ended June 30, 2018, the Company sold 62,405 shares of LTBR for $98,869 (average price per share of $1.58) realizing a gain of $19,182. During the three months ended June 30, 2018, the Company had an unrealized loss of $8,164 on this holding. (f) During the three months ended June 30, 2018, the Company purchased 375,000 shares of Pulmatix Inc. (PULM) for $194,812 (average per share price of $0.52. During the three months ended June 30, 2018, the Company had an unrealized loss of $28,230 on this holding. (g) During the three months ended June 30, 2018, the Company purchased 35,000 shares of Axovant Sciences Ltd. (AXON) for $89,113 (average share price of $2.55). During the three months ended June 30, 2018, the Company had an unrealized loss of $11,025 on this holding. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and March 31, 2018: June 30, 2018 (unaudited) Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 899,695 $ - $ - $ 899,695 Investment in digital currency $ 24,316 $ - $ - $ 24,316 March 31, 2018 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 610,699 $ - $ - $ 610,699 Investment in digital currency $ 22,056 $ - $ - $ 22,056 |
Basis of Operations (Details Na
Basis of Operations (Details Narrative) - USD ($) | Jun. 08, 2018 | Mar. 31, 2018 | Nov. 27, 2017 | Dec. 23, 2016 | Dec. 23, 2016 | Sep. 24, 2014 | Mar. 31, 2014 | Jan. 28, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 12, 2018 | Dec. 22, 2016 | Mar. 10, 2014 |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Reverse stock split, description | 1-for-75 | 1-for-75 | |||||||||||
Reverse stock split, shares | 54,380,230 | ||||||||||||
Description of initial product batch defect | The Company immediately made the decision to work with the manufacturer to permanently address and fix this defect issue (which the Company believes has affected approximately 30% of the initial product batch. | ||||||||||||
Amount received from sale | |||||||||||||
Written off inventory | $ 16,897 | 16,897 | |||||||||||
Legal fees | $ 10,500 | ||||||||||||
Issuance warrants to purchase of common stock | 1,333,334 | ||||||||||||
Business acquisition fair value | $ 2,000,000 | ||||||||||||
Sign memorandum of understanding and time of closing value | $ 50,000 | ||||||||||||
Business acquisition of common stock | 1,333,334 | ||||||||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||||||||
License Agreement [Member] | |||||||||||||
Profit sharing description | Under terms of the License Agreement, the Company will market Ice + Jam's proprietary cupuau butter lip balm, sold under the trademark HERMAN® and the two companies will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties will evenly share on a 50/50 basis any profits generated through the Companys marketing, sales and distribution efforts. | |||||||||||
Number of common stock shares issued | 66,667 | ||||||||||||
Common stock shares issued value | $ 27,500 | ||||||||||||
Shares issued price per share | $ 0.38 | $ 0.38 | |||||||||||
License agreement extended term | 2 years | ||||||||||||
Definitive Agreement [Member] | Honeywood LLC [Member] | |||||||||||||
Cash advanced to related party | $ 217,000 | ||||||||||||
Legal fees | $ 178,000 | ||||||||||||
Termination Agreement [Member] | Honeywood LLC [Member] | |||||||||||||
Debt principal amount | $ 170,000 | ||||||||||||
Note bears interest rate per annum | 6.00% | ||||||||||||
Note repayable date | Repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. | ||||||||||||
Debt Conversion Agreement [Member] | |||||||||||||
Accrued and unpaid interest | 5.00% | ||||||||||||
Honeywood Conversion Agreement [Member] | |||||||||||||
Accounts receivable | $ 199,119 | ||||||||||||
Investment | 0 | ||||||||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | |||||||||||||
Issuance warrants to purchase of common stock | 385,569 | ||||||||||||
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% | ||||||||||||
Transfer Agreement [Member] | Open Therapeutics, LLC [Member] | Warrants [Member] | |||||||||||||
Issuance warrants to purchase of common stock | 308,455 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 08, 2018 | Mar. 31, 2018 | Dec. 23, 2016 | Dec. 23, 2016 | Jun. 01, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Nov. 07, 2016 | Jul. 14, 2015 |
Gain on legal settlement | $ 2,050,000 | |||||||||
Net profit loss | $ 166,788 | $ (624,472) | ||||||||
Change in working capital | $ 367,760 | $ 625,281 | 367,760 | |||||||
Reverse stock split, description | 1-for-75 | 1-for-75 | ||||||||
Non-controlling interest | 2,196 | $ 2,196 | $ 2,196 | |||||||
Net loss attributable to noncontrolling interest | ||||||||||
Operating revenue recognized | ||||||||||
Cash FDIC insured amount | 250,000 | |||||||||
Cash equivalents | ||||||||||
Written off inventory | $ 16,897 | 16,897 | ||||||||
Research and development costs | 2,000 | |||||||||
Gain on derivative liability | 271,280 | |||||||||
Loss on extinguishment of debt | 271,280 | |||||||||
Deemed dividend | $ 271,280 | |||||||||
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member] | ||||||||||
Debt, interest rate | 12.00% | |||||||||
Convertible redeemable debt principal amount | $ 45,000 | |||||||||
Original issue of discount | $ 7,000 | |||||||||
Union Capital LLC [Member] | 7% Convertible Redeemable Note [Member] | ||||||||||
Debt, interest rate | 7.00% | |||||||||
Convertible redeemable debt principal amount | $ 104,000 | |||||||||
Convertible redeemable debt maturity date | Jun. 1, 2016 | |||||||||
Group 10 Holdings LLC [Member] | 12% Convertible Redeemable Note [Member] | ||||||||||
Debt, interest rate | 12.00% | |||||||||
Convertible redeemable debt principal amount | $ 96,000 | |||||||||
Original issue of discount | $ 16,000 | |||||||||
License Agreement [Member] | ||||||||||
License agreement term, description | The Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. | |||||||||
Profit sharing description | Under terms of the License Agreement, the Company will market Ice + Jam's proprietary cupuau butter lip balm, sold under the trademark HERMAN® and the two companies will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties will evenly share on a 50/50 basis any profits generated through the Companys marketing, sales and distribution efforts. |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2018 | Jun. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Written off inventory | $ 16,897 | $ 16,897 |
Inventory |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 259 | $ 135 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Computers, office furniture and other equipment | $ 69,137 | $ 59,051 |
Less: accumulated depreciation | (56,819) | (56,560) |
Net | $ 12,318 | $ 2,491 |
Computers, Office Furniture and Other Equipment [Member] | Minimum [Member] | ||
Property and equipment estimated life | 3 years | |
Computers, Office Furniture and Other Equipment [Member] | Maximum [Member] | ||
Property and equipment estimated life | 5 years |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Dec. 02, 2017 | Nov. 27, 2017 | Dec. 23, 2016 | Dec. 23, 2016 | Jun. 30, 2018 | Jun. 30, 2017 |
Lease term | 2 years | |||||
Rent expense | $ 1,010 | $ 3,149 | ||||
License Agreement [Member] | ||||||
Profit sharing description | Under terms of the License Agreement, the Company will market Ice + Jam's proprietary cupuau butter lip balm, sold under the trademark HERMAN® and the two companies will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts. | To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties will evenly share on a 50/50 basis any profits generated through the Companys marketing, sales and distribution efforts. | ||||
License agreement extended term | 2 years |
Commitments - Schedule of Lease
Commitments - Schedule of Lease Obligation (Details) | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 9,090 |
2,020 | $ 8,080 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 22, 2016 |
Contingent liability | $ 75,000 | $ 75,000 | |
Transfer Agreement [Member] | 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 net profit generated | 20.00% | ||
Contingent liability | $ 75,000 | $ 75,000 | |
Percentage of vote membership interest | 20.00% |
Derivative Liabilities Embedd37
Derivative Liabilities Embedded in Convertible Notes (Details Narrative) - USD ($) | Jun. 01, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Nov. 07, 2016 | Jul. 14, 2015 |
Gain on derivative liability | $ 271,280 | ||||
Loss on extinguishment of debt | $ 271,280 | ||||
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member] | |||||
Debt, interest rate | 12.00% | ||||
Convertible redeemable debt principal amount | $ 45,000 | ||||
Original issue of discount | $ 7,000 | ||||
Union Capital LLC [Member] | 7% Convertible Redeemable Note [Member] | |||||
Debt, interest rate | 7.00% | ||||
Convertible redeemable debt principal amount | $ 104,000 | ||||
Convertible redeemable debt maturity date | Jun. 1, 2016 | ||||
Group 10 Holdings LLC [Member] | 12% Convertible Redeemable Note [Member] | |||||
Debt, interest rate | 12.00% | ||||
Convertible redeemable debt principal amount | $ 96,000 | ||||
Original issue of discount | $ 16,000 |
Notes Payable and Convertible38
Notes Payable and Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Accrued interest | $ 51,441 | $ 33,875 | |
Interest expense | 23,496 | $ 148,448 | |
Amortized debt discount (Premium) | $ 66 | ||
Convertible Notes [Member] | |||
Number of stock issued for convertible notes | 1,985,754 | 20,160,661 | |
Convertible notes principal amount | $ 55,000 | $ 601,749 | |
Accrued interest | $ 2,339 | 85,055 | |
Conversion price per share | $ 0.02888 | ||
Repayments of convertible notes | 347,681 | ||
Repayments of interest and prepayment penalties | $ 145,550 | ||
Convertible Notes [Member] | Minimum [Member] | |||
Conversion price per share | $ 0.016875 | ||
Convertible Notes [Member] | Maximum [Member] | |||
Conversion price per share | $ 0.09 | ||
Convertible Debt [Member] | |||
Convertible notes principal amount | $ 3,405 | ||
Prepayment penalties | 16,500 | ||
Amortized debt discount (Premium) | $ 3,561 |
Notes Payable and Convertible39
Notes Payable and Convertible Notes - Schedule of Notes Payable to Individuals and Companies (Details) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 | |
Total notes payable and convertible notes | $ 231,000 | $ 258,000 | |
Less - note discounts | (2,592) | (3,153) | |
Less - current portion of these notes | (228,408) | (254,847) | |
Total notes payable and convertible notes, net discounts | |||
Alternative Strategy Partners PTE Ltd.- Sep 2015 [Member] | |||
Total notes payable and convertible notes | [1] | 90,000 | 90,000 |
GS Capital Partners LLC - Oct 2017 [Member] | |||
Total notes payable and convertible notes | [2] | 50,000 | 105,000 |
GS Capital Partners LLC - March 2018 [Member] | |||
Total notes payable and convertible notes | [3] | 48,000 | 48,000 |
GS Capital Partners LLC - Nov 2018 [Member] | |||
Total notes payable and convertible notes | [4] | 28,000 | |
Note to an Individual - Feb 2013 [Member] | |||
Total notes payable and convertible notes | [5] | $ 15,000 | $ 15,000 |
[1] | Three-month $180,000 non-convertible debenture ("note") dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash 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 the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of June 30, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company 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 note. 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 June 30, 2018, this note had accrued interest of $23,468. | ||
[2] | On October 17, 2017, the Company entered into a stock purchase agreement with GS Capital Partners LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note (the "Back-End Note") was initially paid for by an offsetting promissory note issued by GS Capital Partners LLC, to the Company (the "Note Receivable"). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due June 17, 2018, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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 ineffect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the First Note and the Back-End Note are outstanding, the Company may redeem either by paying to GS Capital Partners LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners LLC 306,667 shares of the Company's common stock valued at $20,700 ($0.0675 per share). At June 30, 2018, the first note had accrued interest of $2,805. On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company's shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. At June 30, 2018, this note had accrued interest of $19,503. | ||
[3] | On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of/r$48,000. This Back-End Note was initially paid for by an offsetting promissory note issued by GS Capital Partners, LLC to the Company (the “Note Receivable”). This note has a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under the note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. At June 30, 2018, this note had accrued interest of $1,189. | ||
[4] | On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note (the "Back-End Note") is initially paid for by an offsetting promissory note issued by GS Capital Partners, LLC to the Company (the "Note Receivable"). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due January 10, 2019, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 60% instead of 70% while "chill" is in effect. The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months First Note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. As of June 30, 2018, this note had accrued interest of $558. | ||
[5] | An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. As of June 30, 2018, this note accrued interest of $6,723. |
Notes Payable and Convertible40
Notes Payable and Convertible Notes - Schedule of Notes Payable to Individuals and Companies (Details) (Parenthetical) - USD ($) | May 10, 2018 | Apr. 25, 2018 | Mar. 09, 2018 | Oct. 17, 2017 | Sep. 23, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Feb. 22, 2013 |
Gross proceeds from convertible debt | $ 25,000 | $ 229,500 | ||||||
Legal fees | $ 10,500 | |||||||
Convertible Note One [Member] | ||||||||
Debt principal amount | $ 180,000 | |||||||
Debt instrument, interest rate | 11.50% | |||||||
Debt maturity date description | The note matured in December 2015 | |||||||
Proceeds from notes payable | $ 90,000 | |||||||
Non-convertible debenture | 180,000 | |||||||
Accrued interest | 23,468 | |||||||
Convertible Note One [Member] | Consultant [Member] | ||||||||
Proceeds from notes payable | 15,000 | |||||||
Convertible Note One [Member] | Company [Member] | ||||||||
Proceeds from notes payable | 75,000 | |||||||
Convertible Note One [Member] | Eishin, Inc [Member] | ||||||||
Proceeds from notes payable | $ 90,000 | |||||||
Convertible Note Two [Member] | Stock Purchase Agreements [Member] | ||||||||
Accrued interest | 19,503 | |||||||
Convertible Note Two [Member] | Stock Purchase Agreements [Member] | First 8% Convertible Redeemable Notes [Member] | ||||||||
Debt principal amount | $ 105,000 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Accrued interest | 2,805 | |||||||
Gross proceeds from convertible debt | $ 100,000 | |||||||
Legal fees | $ 5,000 | |||||||
Notes maturity date | Jun. 17, 2018 | |||||||
Percentage of share price multiplied by the lowest closing price | 70.00% | |||||||
Debt conversion, description | The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Companys common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Companys shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the First Note and the Back-End Note are outstanding, the Company may redeem either by paying to GS Capital Partners LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. | |||||||
Number of common stock shares issued | 1,985,754 | 306,667 | ||||||
Number of common stock issued | $ 2,339 | $ 20,700 | ||||||
Shares issued price per share | $ 0.028888 | $ 0.0675 | ||||||
Principal converted value | $ 55,000 | |||||||
Convertible Note Two [Member] | Stock Purchase Agreements [Member] | 90 Days either Note Issuance [Member] | First 8% Convertible Redeemable Notes [Member] | ||||||||
Prepayment amount, percentage | 120.00% | |||||||
Convertible Note Two [Member] | Stock Purchase Agreements [Member] | 91 Days either Note Issuance [Member] | First 8% Convertible Redeemable Notes [Member] | ||||||||
Prepayment amount, percentage | 133.00% | |||||||
Convertible Note Two [Member] | Stock Purchase Agreements [Member] | July 18, 2018 [Member] | First 8% Convertible Redeemable Notes [Member] | ||||||||
Debt principal amount | 50,000 | |||||||
Accrued interest | 3,503 | |||||||
Payments of convertible note | 69,503 | |||||||
Prepayment penalty | 16,500 | |||||||
Convertible Note Three [Member] | Securities Purchase Agreement [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Debt principal amount | $ 48,000 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Accrued interest | 1,189 | |||||||
Debt conversion, description | The amounts cash funded plus accrued interest under the note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. | |||||||
Convertible note, default rate | 24.00% | |||||||
Convertible Note Three [Member] | Securities Purchase Agreement [Member] | 90 Days either Note Issuance [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Prepayment amount, percentage | 120.00% | |||||||
Convertible Note Three [Member] | Securities Purchase Agreement [Member] | 91 Days either Note Issuance [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Prepayment amount, percentage | 133.00% | |||||||
Convertible Note Three [Member] | Minimum [Member] | Securities Purchase Agreement [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Debt instrument, interest rate | 60.00% | |||||||
Convertible Note Three [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Debt instrument, interest rate | 70.00% | |||||||
Convertible Note Four [Member] | Securities Purchase Agreement [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Debt principal amount | $ 56,000 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Accrued interest | 558 | |||||||
Gross proceeds from convertible debt | $ 28,000 | |||||||
Percentage of share price multiplied by the lowest closing price | 70.00% | |||||||
Debt conversion, description | The amounts cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. 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. The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. | |||||||
Original issue of discount | $ 3,000 | |||||||
Net proceeds from convertible debt | $ 25,000 | |||||||
Convertible Note Four [Member] | Securities Purchase Agreement [Member] | 90 Days either Note Issuance [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Prepayment amount, percentage | 120.00% | |||||||
Convertible Note Four [Member] | Securities Purchase Agreement [Member] | 91 Days either Note Issuance [Member] | 8% Convertible Redeemable Note [Member] | ||||||||
Prepayment amount, percentage | 133.00% | |||||||
Convertible Note Five [Member] | Individual Note Holders [Member] | ||||||||
Debt principal amount | $ 15,000 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Accrued interest | $ 6,723 | |||||||
Debt conversion price per share | $ 1.875 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Oct. 06, 2017 | Jun. 21, 2017 | Jun. 15, 2017 | Jun. 30, 2018 |
Ice + Jam LLC [Member] | ||||
Cash collected related party sales | $ 581 | |||
Due to related party | $ 5,522 | |||
Chief Executive Officer [Member] | ||||
Investment | $ 137,500 | $ 55,000 | $ 95,000 | |
Equity private placement of investment | 1,466,667 | 586,667 | 1,013,334 | |
Equity investment per share | $ 0.09375 | $ 0.09375 | $ 0.09375 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 27, 2017 | Feb. 01, 2012 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Mar. 12, 2018 | Dec. 22, 2016 |
Common stock authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, shares outstanding | 54,380,230 | 52,264,476 | |||||
Contingent liability | $ 75,000 | $ 75,000 | |||||
Stock option granted | |||||||
GS Capital Partners LLC [Member] | |||||||
Warrant term | 5 years | ||||||
Debt instruments interest rate | 5.00% | ||||||
Debt principal amount | $ 80,000 | ||||||
Stock option granted | 213,334 | ||||||
Warrant exercise price per share | $ 0.2775 | ||||||
Debt discount | $ 12,546 | ||||||
Transfer Agreement [Member] | 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 membership interest sold | 20.00% | ||||||
Contingent liability | $ 75,000 | $ 75,000 | |||||
Percentage of vote membership interest | 20.00% | ||||||
One Current Executive [Member] | |||||||
Options to purchase common shares | 66,667 | ||||||
One Former Executive [Member] | |||||||
Options to purchase common shares | 66,667 | ||||||
Executives [Member] | |||||||
Options to purchase common shares | 133,334 | ||||||
Fiscal Year 2018 [Member] | |||||||
Number of stock issued during period | 1,926,667 | ||||||
Share-based compensation expense | $ 43,221 | $ 209,317 | |||||
Fiscal Year 2018 [Member] | Individual Note Holders [Member] | |||||||
Number of stock issued during period | 1,133,334 | ||||||
Stock issued during period, per share | $ 0.075 | ||||||
Number of common stock issued | $ 86,600 | ||||||
Fiscal Year 2018 [Member] | Note Holders [Member] | |||||||
Number of stock issued during period | 20,160,661 | ||||||
Convertible notes payable, net | $ 601,749 | ||||||
Accrued interest | $ 85,055 | ||||||
Fiscal Year 2018 [Member] | Note Holders [Member] | Minimum [Member] | |||||||
Stock issued during period, per share | $ 0.016875 | ||||||
Fiscal Year 2018 [Member] | Note Holders [Member] | Maximum [Member] | |||||||
Stock issued during period, per share | $ 0.09 | ||||||
Fiscal Year 2018 [Member] | Private Investor [Member] | |||||||
Number of stock issued during period | 1,885,715 | ||||||
Stock issued during period, per share | $ 0.0975 | ||||||
Number of common stock issued | $ 177,500 | ||||||
Fiscal Year 2018 [Member] | Chief Executive Officer [Member] | |||||||
Number of stock issued during period | 1,600,000 | ||||||
Stock issued during period, per share | $ 0.09375 | ||||||
Number of common stock issued | $ 150,000 | ||||||
Fiscal Year 2018 [Member] | Debt and Legal Settlement [Member] | |||||||
Number of stock issued during period | 1,553,334 | ||||||
Stock issued during period, per share | $ 0.045 | ||||||
Number of common stock issued | $ 75,050 | ||||||
Fiscal Year 2018 [Member] | Former Officers and Directors [Member] | |||||||
Number of stock issued during period | 868,000 | ||||||
Stock issued during period, per share | $ 0.2025 | ||||||
Number of common stock issued | $ 173,999 | ||||||
Fiscal Year 2019 [Member] | Consulting Agreements [Member] | |||||||
Restricted common stock issued during period | 130,000 | ||||||
Fiscal Year 2019 [Member] | |||||||
Stock issued during period, per share | $ 0.028875 | ||||||
Number of common stock issued | $ 57,339 | ||||||
Restricted common stock issued during period | 1,985,754 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Mar. 31, 2018 | |
Aggregate Intrinsic Value, Beginning | ||
Aggregate Intrinsic Value, Ending | ||
Warrant [Member] | ||
Shares, Outstanding, Beginning balance | 1,433,593 | 1,220,227 |
Shares, Granted | 213,334 | |
Shares, Expired | ||
Shares, Exercised | ||
Shares, Canceled | ||
Shares, Outstanding, Ending balance | 1,433,593 | 1,433,593 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.50 | $ 1.50 |
Weighted Average Exercise Price, Granted | 0.2775 | |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Canceled | (1.50) | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 1.50 | $ 1.50 |
Weighted Average Remaining Contractual Term, Beginning | 3 years 1 month 27 days | |
Weighted Average Remaining Contractual Term, Granted | 4 years 11 months 26 days | |
Weighted Average Remaining Contractual Term, Ending | 2 years 2 months 19 days | 2 years 5 months 20 days |
Aggregate Intrinsic Value, Beginning | ||
Aggregate Intrinsic Value, Ending |
Stockholders' Equity - Schedu44
Stockholders' Equity - Schedule of Assumptions Under Black-Scholes Pricing Model (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Mar. 31, 2018 | |
Warrant [Member] | ||
Volatility | 108.60% | 108.60% |
Risk-free rate | 1.24% | 1.24% |
Expected dividend rate | 0.00% | 0.00% |
Expected life of option / warrants | 5 years | 5 years |
Stock Options [Member] | ||
Volatility | 220.00% | |
Risk-free rate | 1.87% | |
Expected dividend rate | 0.00% | |
Expected life of option / warrants | 10 years |
Stockholders' Equity - Schedu45
Stockholders' Equity - Schedule of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 133,334 | 133,334 |
Number of Options, Granted | ||
Number of Options, Expired | ||
Number of Options, Exercised | ||
Number of Options, Outstanding, Ending balance | 133,334 | 133,334 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 7.50 | $ 7.50 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 7.50 | $ 7.50 |
Weighted Average Remaining Contractual Term, Beginning | 3 years 10 months 6 days | 4 years 10 months 6 days |
Weighted Average Remaining Contractual Term, Ending | 3 years 7 months 6 days | 3 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 ($) | Dec. 22, 2017 | Jun. 30, 2018 | Mar. 31, 2018 |
Valuation allowance | $ 37,000 | $ 140,000 | |
Income tax examination description | Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. | ||
Federal tax rate | 21.00% | ||
Untaxed earnings and profit tax rate | 15.50% | ||
Tax rate on remaining balance | 8.00% | ||
United States [Member] | |||
Net operating loss carryforward | $ 11,000,000 | ||
Net operating loss carryforward, expiration year | 2,038 | ||
United States [Member] | Minimum [Member] | |||
Effective tax rate | 28.00% | ||
United States [Member] | Maximum [Member] | |||
Effective tax rate | 30.00% | ||
Canadian [Member] | |||
Net operating loss carryforward | $ 700,000 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 8,477,000 | $ 8,514,000 |
Effect of TCJA recalculation | (3,107,000) | (3,107,000) |
Valuation allowance | (5,370,000) | (5,407,000) |
Deferred tax assets, net |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Aug. 01, 2017 | |
Loss on exchange from BTC | $ 37 | |||
Unrealized loss on digital currency exchange | (5,572) | |||
Investment - digital currency | 24,316 | $ 22,056 | ||
Honeywood Conversion Agreement [Member] | ||||
Accounts receivable | 199,119 | |||
Investment amount | 0 | |||
Groestlcoin [Member] | ||||
Cumulative purchase amount | $ 8,000 | $ 35,000 | ||
Purchase of units | 11,922.81 | 27,919.133 | ||
Purchase of units, price per share | $ 0.6569 | $ 0.79 | ||
Loss on exchange from BTC | $ 37 | $ 2,859 | ||
Cost incurred in investment | 39,862 | 31,481 | ||
Unrealized loss on digital currency exchange | 5,572 | 9,425 | ||
Investment - digital currency | $ 24,316 | $ 22,056 | ||
AYTU Bioscience [Member] | Common Stock [Member] | ||||
Warrants purchase of common shares | 111,100 | |||
Warrants strike price | $ 0.54 | |||
Warrants expired date | Mar. 6, 2023 | |||
AYTU Bioscience [Member] | Warrant [Member] | ||||
Warrants strike price | $ 0.278 | |||
VistaGen Therapeutics, Inc. [Member] | Common Stock [Member] | ||||
Warrants purchase of common shares | 320,000 | |||
Warrants strike price | $ 1.50 | |||
Warrants expired date | Dec. 13, 2022 | |||
VistaGen Therapeutics, Inc. [Member] | Warrant [Member] | ||||
Warrants strike price | $ 0.13 | |||
Honeywood [Member] | ||||
Percentage on membership interest | 5.00% |
Investments - Schedule of Inve
Investments - Schedule of Investment in Trading Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2018 | |||
Investment of cost at beginning | $ 801,148 | $ 250,000 | ||
Investment of purchase | 925,358 | 801,148 | ||
Investment of sales proceeds | (1,054,415) | 6,815 | ||
Investment of cost at end | 1,011,974 | 801,148 | ||
Investment of fair value | 899,695 | 610,699 | ||
Investment of realized gain (loss) | 340,021 | (243,185) | ||
Investment of unrealized gain (loss) | 78,170 | (190,449) | ||
Green Innovations Ltd (GNIN) [Member] | ||||
Investment of cost at beginning | [1] | 250,000 | [2] | |
Investment of purchase | [1] | [2] | ||
Investment of sales proceeds | [1] | 6,815 | [2] | |
Investment of cost at end | [1] | [2] | ||
Investment of fair value | [1] | [2] | ||
Investment of realized gain (loss) | [1] | (243,185) | [2] | |
Investment of unrealized gain (loss) | [1] | [2] | ||
VistaGen Therapeutics, Inc. [Member] | ||||
Investment of cost at beginning | [3] | 490,117 | ||
Investment of purchase | [3] | 62,135 | 490,117 | |
Investment of sales proceeds | [3] | (93,885) | ||
Investment of cost at end | [3] | 443,545 | 490,117 | |
Investment of fair value | [3] | 434,290 | 306,207 | |
Investment of realized gain (loss) | [3] | (14,686) | ||
Investment of unrealized gain (loss) | [3] | 174,655 | (183,910) | |
Blink Charging Co (BLNK) [Member] | ||||
Investment of cost at beginning | [4] | 190,350 | ||
Investment of purchase | [4] | 151,666 | 190,350 | |
Investment of sales proceeds | [4] | (367,142) | ||
Investment of cost at end | [4] | 190,350 | ||
Investment of fair value | [4] | 123,750 | ||
Investment of realized gain (loss) | [4] | 25,126 | ||
Investment of unrealized gain (loss) | [4] | 66,600 | (66,600) | |
Blink Charging Co (BLNKW) (Warrants) [Member] | ||||
Investment of cost at beginning | [4] | 900 | ||
Investment of purchase | [4] | 162,215 | 900 | |
Investment of sales proceeds | [4] | (468,496) | ||
Investment of cost at end | [4] | 900 | ||
Investment of fair value | [4] | 31,545 | ||
Investment of realized gain (loss) | [4] | 305,381 | ||
Investment of unrealized gain (loss) | [4] | (30,645) | 30,645 | |
Aytu BioScience Inc (AYTU) [Member] | ||||
Investment of cost at beginning | [5] | 82,270 | ||
Investment of purchase | [5] | 100,030 | 82,270 | |
Investment of sales proceeds | [5] | (26,752) | ||
Investment of cost at end | [5] | 160,565 | 82,270 | |
Investment of fair value | [5] | 104,960 | 119,947 | |
Investment of realized gain (loss) | [5] | 5,017 | ||
Investment of unrealized gain (loss) | [5] | (93,282) | 37,677 | |
Lightbridge Corp. (LTBR) [Member] | ||||
Investment of cost at beginning | [6] | 37,511 | ||
Investment of purchase | [6] | 162,207 | 37,511 | |
Investment of sales proceeds | [6] | (98,141) | ||
Investment of cost at end | [6] | 120,759 | 37,511 | |
Investment of fair value | [6] | 112,595 | 29,250 | |
Investment of realized gain (loss) | [6] | 19,182 | ||
Investment of unrealized gain (loss) | [6] | 97 | $ (8,261) | |
Pulmatrix Inc PULM [Member] | ||||
Investment of cost at beginning | [7] | |||
Investment of purchase | [7] | 196,980 | ||
Investment of sales proceeds | [7] | |||
Investment of cost at end | [7] | 196,980 | ||
Investment of fair value | [7] | 168,750 | ||
Investment of realized gain (loss) | [7] | |||
Investment of unrealized gain (loss) | [7] | (28,230) | ||
Axovant Sciences Ltd AXON [Member] | ||||
Investment of cost at beginning | [8] | |||
Investment of purchase | [8] | 90,125 | ||
Investment of sales proceeds | [8] | |||
Investment of cost at end | [8] | 90,125 | ||
Investment of fair value | [8] | 79,100 | ||
Investment of realized gain (loss) | [8] | |||
Investment of unrealized gain (loss) | [8] | $ (11,025) | ||
[1] | During the year ended March 31, 2018, the Company's investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company's investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the three months ended June 30, 2017, there was a comprehensive gain recorded of $1,250. | |||
[2] | During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security | |||
[3] | On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. ("VTGN"). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 59,380 shares of VTGN for $61,254 (average price per share of $1.03 per share). The Company sold 72,380 shares of VTGN for $99,161 ($1.37 per share) for a realized loss of $14,686. The unrealized loss for the three months ended June 30, 2018 was $9,255. | |||
[4] | The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company is in possession of the registered securities as of the closing date. The Company's investment in BLINK common stock and warrants had a cost of $191,150, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $149,975 (average price per share of $3.66). The Company sold its total holding of 86,018 shares of BLINK for $371,986 (average price per share of $4.32) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $476,695 (average price per warrant of $1.60) realizing a gain of $305,381. | |||
[5] | On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized loss of $37,677 and a fair value of $119,947 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 260,000 shares of AYTU for a $98,830 (average price per share $0.38). During the three months ended June 30, 2018, the Company sold 48,300 shares of AYTU for $26,752 ($0.55 per share). During the three months ended June 30, 2018, the Company had an unrealized loss of $55,605 on this holding. | |||
[6] | On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 150,000 shares of LTBR for $160,441 (average of $1.07 per share.) During the three months ended June 30, 2018, the Company sold 62,405 shares of LTBR for $98,869 (average price per share of $1.58) realizing a gain of $19,182. During the three months ended June 30, 2018, the Company had an unrealized loss of $8,164 on this holding. | |||
[7] | During the three months ended June 30, 2018, the Company purchased 375,000 shares of Pulmatix Inc. (PULM) for $194,812 (average per share price of $0.52. During the three months ended June 30, 2018, the Company had an unrealized loss of $28,230 on this holding. | |||
[8] | During the three months ended June 30, 2018, the Company purchased 35,000 shares of Axovant Sciences Ltd. (AXON) for $89,113 (average share price of $2.55). During the three months ended June 30, 2018, the Company had an unrealized loss of $11,025 on this holding. |
Investments - Schedule of In50
Investments - Schedule of Investment in Trading Securities (Details) (Parenthetical) - USD ($) | Mar. 26, 2018 | Mar. 12, 2018 | Mar. 08, 2018 | Mar. 02, 2018 | Feb. 14, 2018 | Dec. 11, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | ||
Proceeds from investment | $ (1,054,415) | $ 6,815 | |||||||||
Investment cost | 801,148 | 250,000 | |||||||||
Investment realized gain (loss) | 340,020 | ||||||||||
Comprehensive gain | 166,788 | (623,222) | |||||||||
Investment of cost net | 1,011,974 | 801,148 | |||||||||
Investment unrealized gain (loss) | 78,170 | ||||||||||
Fair value of investment | 899,695 | 610,699 | |||||||||
Green Innovations Ltd (GNIN) [Member] | |||||||||||
Proceeds from investment | [1] | 6,815 | [2] | ||||||||
Investment cost | [1] | 250,000 | [2] | ||||||||
Investment realized gain (loss) | 243,185 | ||||||||||
Comprehensive gain | $ 1,250 | ||||||||||
Investment of cost net | [1] | [2] | |||||||||
Fair value of investment | [1] | [2] | |||||||||
VistaGen Therapeutics, Inc. [Member] | |||||||||||
Proceeds from investment | [3] | (93,885) | |||||||||
Investment cost | [3] | 490,117 | |||||||||
Investment realized gain (loss) | $ 9,255 | ||||||||||
Number of common stock shares purchased | 59,380 | ||||||||||
Investment of cost net | [3] | $ 443,545 | 490,117 | ||||||||
Investment unrealized gain (loss) | 14,686 | 183,910 | |||||||||
Fair value of investment | [3] | 434,290 | 306,207 | ||||||||
Number of common stock shares purchased value | $ 61,254 | ||||||||||
Share issued price per share | $ 1.03 | ||||||||||
Number of common stock sold shares | 72,380 | ||||||||||
Number of common stock sold shares value | $ 99,161 | ||||||||||
Sale of stock price per share | $ 1.37 | ||||||||||
VistaGen Therapeutics, Inc. [Member] | Common Stock [Member] | |||||||||||
Investment cost | $ 480,000 | ||||||||||
Number of common stock shares purchased | 320,000 | ||||||||||
Warrants purchase of common shares | 320,000 | ||||||||||
Warrant term | 5 years | ||||||||||
Warrants strike price | $ 1.50 | ||||||||||
Additonal number of common stock purchased | 10,000 | ||||||||||
Blink Charging Co (BLNK) [Member] | |||||||||||
Proceeds from investment | [4] | $ (367,142) | |||||||||
Investment cost | [4] | 190,350 | |||||||||
Investment of cost net | [4] | 190,350 | |||||||||
Fair value of investment | [4] | 123,750 | |||||||||
Participated in underwritten public offering amount | $ 18,500,250 | ||||||||||
Blink Charging Co (BLNK) [Member] | Warrants [Member] | |||||||||||
Investment of cost net | 191,150 | ||||||||||
Investment unrealized gain (loss) | 35,955 | ||||||||||
Fair value of investment | 155,295 | ||||||||||
Blink Charging Co (BLNK) [Member] | Balance Sheet Cash [Member] | |||||||||||
Investment cost | $ 191,250 | ||||||||||
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | |||||||||||
Investment realized gain (loss) | $ 25,126 | ||||||||||
Number of common stock shares purchased | 41,018 | ||||||||||
Warrants purchase of common shares | 208,800 | 45,000 | |||||||||
Warrant term | 5 years | ||||||||||
Warrants strike price | $ 0.77 | $ 4.25 | |||||||||
Number of common stock shares purchased value | $ 149,975 | ||||||||||
Share issued price per share | $ 3.66 | ||||||||||
Number of common stock sold shares | 86,018 | ||||||||||
Number of common stock sold shares value | $ 371,986 | ||||||||||
Sale of stock price per share | $ 4.32 | ||||||||||
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||
Additonal number of common stock purchased | 90,000 | ||||||||||
Blink Charging Co (BLNK) [Member] | Warrant [Member] | |||||||||||
Investment realized gain (loss) | $ 305,381 | ||||||||||
Warrants strike price | $ 1.60 | ||||||||||
Sale of warrants purchased | 298,800 | ||||||||||
Sale of warrant purchased value | $ 476,695 | ||||||||||
Aytu BioScience Inc (AYTU) [Member] | |||||||||||
Proceeds from investment | [5] | (26,752) | |||||||||
Investment cost | [5] | $ 82,270 | |||||||||
Number of common stock shares purchased | 260,000 | ||||||||||
Investment of cost net | [5] | $ 160,565 | 82,270 | ||||||||
Investment unrealized gain (loss) | 55,605 | ||||||||||
Fair value of investment | [5] | 104,960 | 119,947 | ||||||||
Number of common stock shares purchased value | $ 98,830 | ||||||||||
Share issued price per share | $ 0.38 | ||||||||||
Number of common stock sold shares | 48,300 | ||||||||||
Number of common stock sold shares value | $ 26,752 | ||||||||||
Sale of stock price per share | $ 0.55 | ||||||||||
Aytu BioScience Inc (AYTU) [Member] | Common Stock [Member] | |||||||||||
Number of common stock shares purchased | 188,300 | 188,300 | |||||||||
Investment unrealized gain (loss) | 37,677 | ||||||||||
Lightbridge Corp. (LTBR) [Member] | |||||||||||
Proceeds from investment | [6] | $ (98,141) | |||||||||
Investment cost | [6] | 37,511 | |||||||||
Investment realized gain (loss) | $ 19,182 | ||||||||||
Number of common stock shares purchased | 150,000 | ||||||||||
Investment of cost net | [6] | $ 120,759 | 37,511 | ||||||||
Investment unrealized gain (loss) | 8,164 | 8,261 | |||||||||
Fair value of investment | [6] | 112,595 | $ 29,250 | ||||||||
Number of common stock shares purchased value | $ 160,441 | ||||||||||
Share issued price per share | $ 1.07 | ||||||||||
Number of common stock sold shares | 62,405 | ||||||||||
Number of common stock sold shares value | $ 98,869 | ||||||||||
Sale of stock price per share | $ 1.58 | ||||||||||
Lightbridge Corp. (LTBR) [Member] | Common Stock [Member] | |||||||||||
Number of common stock shares purchased | 25,000 | ||||||||||
Pulmatix Inc PULM [Member] | |||||||||||
Number of common stock shares purchased | 375,000 | ||||||||||
Investment unrealized gain (loss) | $ 28,230 | ||||||||||
Number of common stock shares purchased value | $ 194,812 | ||||||||||
Share issued price per share | $ 0.52 | ||||||||||
Axovant Sciences Ltd AXON [Member] | |||||||||||
Proceeds from investment | [7] | ||||||||||
Investment cost | [7] | ||||||||||
Number of common stock shares purchased | 35,000 | ||||||||||
Investment of cost net | [7] | $ 90,125 | |||||||||
Investment unrealized gain (loss) | 11,025 | ||||||||||
Fair value of investment | [7] | 79,100 | |||||||||
Number of common stock shares purchased value | $ 89,113 | ||||||||||
Share issued price per share | $ 2.55 | ||||||||||
[1] | During the year ended March 31, 2018, the Company's investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company's investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the three months ended June 30, 2017, there was a comprehensive gain recorded of $1,250. | ||||||||||
[2] | During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security | ||||||||||
[3] | On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. ("VTGN"). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 59,380 shares of VTGN for $61,254 (average price per share of $1.03 per share). The Company sold 72,380 shares of VTGN for $99,161 ($1.37 per share) for a realized loss of $14,686. The unrealized loss for the three months ended June 30, 2018 was $9,255. | ||||||||||
[4] | The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company is in possession of the registered securities as of the closing date. The Company's investment in BLINK common stock and warrants had a cost of $191,150, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $149,975 (average price per share of $3.66). The Company sold its total holding of 86,018 shares of BLINK for $371,986 (average price per share of $4.32) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $476,695 (average price per warrant of $1.60) realizing a gain of $305,381. | ||||||||||
[5] | On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized loss of $37,677 and a fair value of $119,947 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 260,000 shares of AYTU for a $98,830 (average price per share $0.38). During the three months ended June 30, 2018, the Company sold 48,300 shares of AYTU for $26,752 ($0.55 per share). During the three months ended June 30, 2018, the Company had an unrealized loss of $55,605 on this holding. | ||||||||||
[6] | On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the three months ended June 30, 2018, the Company purchased 150,000 shares of LTBR for $160,441 (average of $1.07 per share.) During the three months ended June 30, 2018, the Company sold 62,405 shares of LTBR for $98,869 (average price per share of $1.58) realizing a gain of $19,182. During the three months ended June 30, 2018, the Company had an unrealized loss of $8,164 on this holding. | ||||||||||
[7] | During the three months ended June 30, 2018, the Company purchased 35,000 shares of Axovant Sciences Ltd. (AXON) for $89,113 (average share price of $2.55). During the three months ended June 30, 2018, the Company had an unrealized loss of $11,025 on this holding. |
Litigation (Details Narrative)
Litigation (Details Narrative) | Nov. 09, 2017USD ($) |
Settlement Agreement [Member] | |
Settlement between related parties | $ 2,050,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 |
Investment-trading securities | $ 899,695 | $ 610,699 | |
Investment in digital currency | 24,316 | 22,056 | |
Level 1 [Member] | |||
Investment-trading securities | 899,695 | 610,699 | |
Investment in digital currency | 24,316 | 22,056 | |
Level 2 [Member] | |||
Investment-trading securities | |||
Investment in digital currency | |||
Level 3 [Member] | |||
Investment-trading securities | |||
Investment in digital currency |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 18, 2018 | Jul. 11, 2018 | Jul. 09, 2018 | Jun. 08, 2018 | Jun. 30, 2018 |
Reverse stock split | 1-for-75 | 1-for-75 | |||
Subsequent Event [Member] | |||||
Reverse stock split | 1 for 75 reverse stock split | ||||
Subsequent Event [Member] | Paymeon Inc. ("PAYM") [Member] | |||||
Restricted stock purchased shares | 400,000 | ||||
Restricted stock purchased value | $ 30,000 | ||||
Share price per share | $ 0.075 | ||||
Subsequent Event [Member] | Convertible Note [Member] | GS Capital [Member] | |||||
Convertible notes original amount | $ 69,503 | ||||
Debt principal amount | 105,000 | ||||
Proceeds from notes payable | 50,000 | ||||
Accrued interest | 3,503 | ||||
Prepayment penalty | $ 16,500 |