Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Jun. 26, 2020 | Sep. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | TAURIGA SCIENCES, INC. | ||
Entity Central Index Key | 0001142790 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,883,284 | ||
Entity Common Stock, Shares Outstanding | 145,323,728 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets: | ||
Cash | $ 5,348 | $ 385,943 |
Assets from discontinued operations | 581 | |
Accounts receivable, net allowance for doubtful accounts | 42,580 | |
Investment - trading securities | 101,200 | 350,400 |
Investment - other | 178,100 | 72,500 |
Inventory asset | 128,711 | 10,872 |
Prepaid expenses and other current assets | 151,955 | 127,520 |
Total current assets | 607,894 | 947,816 |
Lease right of use asset | 22,090 | |
Property and equipment, net | 13,478 | 13,010 |
Total assets | 643,462 | 960,826 |
Current liabilities: | ||
Notes payable, net of discounts | 585,134 | 213,875 |
Accounts payable | 76,055 | 34,703 |
Accrued interest | 39,384 | 30,780 |
Accrued expenses | 46,719 | |
Loan Payable to office | 50,159 | |
Liabilities from discontinued operations | 5,522 | |
Liability for common stock to be issued | 131,000 | 172,500 |
Lease liability - current portion | 13,891 | |
Deferred revenue | 384 | |
Total current liabilities | 942,726 | 457,380 |
Lease liability - net of current portion | 8,933 | |
Total liabilities | 951,659 | 457,380 |
Stockholders' equity (deficit): | ||
Common stock, par value $0.00001; 400,000,000 shares authorized, 107,039,107 and 68,123,326 outstanding at March 31, 2020 and 2019, respectively | 1,070 | 681 |
Additional paid-in capital | 58,213,365 | 55,991,704 |
Accumulated deficit | (58,522,632) | (55,488,939) |
Accumulated other comprehensive income | ||
Total stockholders' equity (deficit) | (308,197) | 503,446 |
Total liabilities and stockholders' equity (deficit) | $ 643,462 | $ 960,826 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 28, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 26, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | |||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 100,000,000 | 400,000,000 | |
Common stock, shares outstanding | 145,323,728 | 107,039,107 | 68,123,326 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 234,389 | $ 57,134 |
Cost of goods sold | 197,177 | 37,128 |
Gross profit | 37,212 | 20,006 |
Operating expenses | ||
Marketing and advertising | 188,129 | 4,200 |
Research and development | 6,923 | 13,924 |
General and administrative | 1,880,256 | 1,083,980 |
Depreciation and amortization expense | 914 | 964 |
Total operating expenses | 2,076,222 | 1,103,068 |
Loss from operations | (2,039,010) | (1,083,062) |
Other income (expense) | ||
Interest expense | (902,228) | (280,587) |
Unrealized gain (loss) on trading securities | (219,200) | 223,349 |
Loss on conversion of debt | (27,975) | |
Loss on asset disposal | (1,230) | (907) |
Gain on the extinguishment of debt | 113,466 | |
Gain on disposal of discontinued operations | 4,941 | |
Legal settlement expense | (20,004) | |
Unrealized loss on digital currency | (3,143) | |
Loss on sale of commodities | (2,737) | |
Gain (loss) on sale of trading securities | 10,000 | 99,823 |
Foreign exchange | (29) | |
Total other income (expense) | (994,280) | (12,181) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND LOSS FROM DISCONTINUED OPERATIONS | (3,033,290) | (1,095,243) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (2,196) | |
Net income (loss) | (3,033,290) | (1,097,439) |
Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to controlling interest | (3,033,290) | (1,097,439) |
Net income (loss) attributable to common shareholders | $ (3,033,290) | $ (1,097,439) |
Income (loss) per share - basic and diluted - Continuing operations | $ (0.037) | $ (0.020) |
Income (loss) per share - basic and diluted - Discontinuing operations | $ 0 | |
Weighted average number of shares outstanding - basic | 80,949,849 | 55,767,119 |
Income (loss) per share - fully diluted | $ (0.037) | $ (0.020) |
Weighted average number of shares outstanding - fully diluted | 80,949,849 | 55,767,119 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Mar. 31, 2018 | $ 523 | $ 54,680,382 | $ (54,391,500) | $ 8,042 | $ (2,196) | $ 295,251 |
Balance, shares at Mar. 31, 2018 | 52,264,476 | |||||
Issuance of shares via private placement | $ 56 | 301,144 | 301,200 | |||
Issuance of shares via private placement, shares | 5,686,667 | |||||
Issuances of commitment shares - debt financing | $ 5 | 20,995 | 21,000 | |||
Issuances of commitment shares - debt financing, shares | 500,000 | |||||
Shares issued for note conversion | $ 60 | 200,658 | 200,718 | |||
Shares issued for note conversion, shares | 5,946,516 | |||||
Stock-based compensation vesting | 296,705 | 296,705 | ||||
Stock-based compensation vesting, shares | ||||||
Stock issued for services | $ 31 | (31) | ||||
Stock issued for services, shares | 3,130,000 | |||||
Shares issued for settlement of contingent liability | $ 5 | 74,995 | 75,000 | |||
Shares issued for settlement of contingent liability, shares | 500,000 | |||||
Shares issued for settlement of debt | $ 1 | 20,003 | 20,004 | |||
Shares issued for settlement of debt, shares | 95,667 | |||||
Reclassification of other comprehensive income to additional paid in capital | 8,042 | (8,042) | ||||
Recognition of beneficial conversion feature of convertible notes | 388,811 | 388,811 | ||||
Non-controlling interest | 2,196 | 2,196 | ||||
Net loss | (1,097,439) | (1,097,439) | ||||
Balance at Mar. 31, 2019 | $ 681 | 55,991,704 | (55,488,939) | 503,446 | ||
Balance, shares at Mar. 31, 2019 | 68,123,326 | |||||
Issuance of shares via private placement | $ 54 | 143,366 | 143,420 | |||
Issuance of shares via private placement, shares | 5,470,286 | |||||
Issuances of commitment shares - debt financing | $ 25 | 218,435 | 218,460 | |||
Issuances of commitment shares - debt financing, shares | 2,350,000 | |||||
Shares issued for note conversion | $ 212 | 496,050 | 496,262 | |||
Shares issued for note conversion, shares | 21,295,495 | |||||
Stock-based compensation vesting | 569,636 | 569,636 | ||||
Stock-based compensation vesting, shares | ||||||
Stock issued for services | $ 73 | (73) | ||||
Stock issued for services, shares | 7,350,000 | |||||
Recognition of beneficial conversion feature of convertible notes | 794,272 | 794,272 | ||||
Issuance of shares for distribution agreements at $0.08 to $0.2092 | $ 25 | (25) | ||||
Issuance of shares for distribution agreements at $0.08 to $0.2092, shares | 2,450,000 | |||||
Cumulative effect of adoption of Lease standard ASC 842 | (403) | (403) | ||||
Net loss | (3,033,290) | (3,033,290) | ||||
Balance at Mar. 31, 2020 | $ 1,070 | $ 58,213,365 | $ (58,522,632) | $ (308,197) | ||
Balance, shares at Mar. 31, 2020 | 107,039,107 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity issuance of commitment shares for debt financing | $ 0.042 | |
Minimum [Member] | ||
Equity issuance price to private placement | $ 0.02 | 0.02 |
Equity issuance of commitment shares for debt financing | 0.039 | |
Equity issuance price of note conversion | 0.01412 | 0.0245 |
Equity issuance price to services | 0.0174 | 0.0269 |
Equity issuance for distribution agreements | 0.08 | |
Maximum [Member] | ||
Equity issuance price to private placement | 0.07 | 0.06 |
Equity issuance of commitment shares for debt financing | 0.19 | |
Equity issuance price of note conversion | 0.04725 | 0.0452 |
Equity issuance price to services | 0.2092 | $ 0.42 |
Equity issuance for distribution agreements | $ 0.2092 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss attributable to controlling interest | $ (3,033,290) | $ (1,097,439) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Non-controlling interest | 2,196 | |
Amortization of original issue discount | 67,044 | 13,543 |
Bad debt Expense | 64,146 | |
Loss on sale of commodities | 2,737 | |
Non-cash lease operating lease expense | 331 | |
Unrealized loss on digital currency | 3,142 | |
Depreciation and amortization | 914 | 964 |
Loss on disposal of fixed assets | 1,230 | 907 |
Non-cash interest | 75,960 | 163,500 |
Gain (loss) on settlement | 20,004 | |
Loss (gain) on extinguishment of debt | (113,468) | 27,975 |
Amortization of debt discount | 687,486 | 58,571 |
Common stock issued and issuable for services (including stock-based compensation) | 569,636 | 296,705 |
Gain on disposal of discontinued operation | (4,941) | |
Legal fees deducted from proceeds of notes payable | 24,900 | 4,500 |
(Gain) loss on sale of trading securities | (10,000) | (99,823) |
Unrealized loss (gain) on trading securities | 219,200 | (223,349) |
(Increase) decrease in assets | ||
Prepaid expenses | (24,435) | (86,800) |
Inventory | (117,839) | (10,872) |
Proceeds of trading securities, net | 40,000 | 583,471 |
Accounts receivable | (106,726) | |
Increase (decrease) in liabilities | ||
Accounts payable | 41,352 | 10,360 |
Deferred revenue | 384 | |
Accrued expenses | 46,720 | |
Accrued interest | 60,834 | 1,123 |
Cash used in operating activities | (1,510,562) | (328,585) |
Cash flows from investing activities | ||
Investment in VTGN warrants | (37,500) | |
Proceeds (purchase) of digital currency, net | 16,177 | |
Loan from Officer | 50,159 | |
Investment - other | (68,100) | (72,500) |
Purchase of property and equipment | (2,612) | (12,390) |
Cash used in investing activities | (58,053) | (68,713) |
Cash flows from financing activities | ||
Repayment of principal on notes payable to individuals and companies | (27,500) | (141,000) |
Proceeds from the sale of common stock (including to be issued) | 244,420 | 331,200 |
Proceeds from convertible notes | 971,100 | 580,750 |
Cash provided by financing activities | 1,188,020 | 770,950 |
Net decrease in cash | (380,595) | 373,652 |
Cash, beginning of year | 385,943 | 12,291 |
Cash, end of year | 5,348 | 385,943 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid | 10,904 | 43,819 |
Taxes Paid | ||
NON CASH ITEMS | ||
Recognition of lease liability and right of use asset at inception | 12,066 | |
Recognition of lease liability and right of use asset lease modification | 23,177 | |
Conversion of notes payable and accrued interest for common stock | 496,262 | 200,718 |
Original issue discount on notes payable and debentures | 10,000 | |
Recognition of debt discount | 794,272 | 388,811 |
Reclassification of other comprehensive income to additional paid in capital | $ 8,042 |
Basis of Operations
Basis of Operations | 12 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Operations | NOTE 1 – BASIS OF OPERATIONS Nature of Business Tauriga Sciences, Inc. (the “Company”) is a Florida corporation, with its principal place of business being located at 555 Madison Avenue, fifth floor, New York, NY 10022. The Company has, over time, moved into a diversified life sciences technology company, with its mission to operate a revenue generating business, while continuing to evaluate potential acquisition candidates operating in the life sciences technology space. Tauriga Pharma Corp. On January 4, 2018, the Company announced the formation of a wholly-owned subsidiary in Delaware. This subsidiary, incorporated in Delaware, was initially named Tauriga IP Acquisition Corp., which changed its name to Tauriga Biz Dev Corp. on March 25, 2018, and most recently (January 2020) changed its name to Tauriga Pharma Corp. (as described below). Effective January 2020, the Company amended the certificate of incorporation of Tauriga Business Development Corp. in relevant part to effectuate a name change of this subsidiary to Tauriga Pharma Corp. The principal reason for the name change is to concentrate this subsidiary’s focus on the development of a pharmaceutical product line that is synergistic with the Company’s primary CBD product line. Currently, the plan is to initially create a pharmaceutical line of products to address nausea symptoms related to chemotherapy treatment in patients, which we will submit for clinical trials and to regulatory agencies for approval. On March 18, 2020, the Company filed a Provisional U.S. Patent Application covering its Pharmaceutical grade version of Tauri-Gum™. This patent application, filed with the United States Patent & Trademark Office (“U.S.P.T.O.”), is titled: “MEDICATED CBD COMPOSITIONS, METHODS OF MANUFACTURING, AND METHODS OF TREATMENT.” The Company’s proposed Pharmaceutical grade version of Tauri-Gum™ is being developed for nausea regulation, intended specifically to target patients subjected to ongoing chemotherapy treatment(s) (the “Indication”). The delivery system for this Pharmaceutical product is an improved version of the existing “Tauri-Gum™” chewing gum formulation based on continued research and development. Tauriga Sciences Limited On June 10, 2019, the Company formed a wholly owned subsidiary, Tauriga Sciences Limited, with the registrar of Companies for Northern Ireland. Tauriga Sciences Limited is a private limited Company. The entity was established in conjunction with e-commerce merchant services. In conjunction to this new entity the Company entered into a two-year lease commencing on June 11, 2019 and expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. Collaboration Agreement with Aegea Biotechnologies Inc. On April 3, 2020, Tauriga Sciences, Inc. entered into a collaboration agreement (“Collaboration Agreement”) with Aegea Biotechnologies Inc. (“Aegea”), for the purpose of developing a Rapid, Multiplexed Novel Coronavirus (COVID-19) Point of Care Test with Superior Sensitivity and Selectivity (the “SARS-Col 2 Test”). The parties believe that the benefits of the SARS-CoV-2 Test are as follows: a Rapid SARS-CoV-2 test with the sensitivity and specificity to eliminate false negatives and false positives, and with the ability to detect and measure viral shed, even in patients who are asymptomatic. This SARS-CoV-2 test would use Aegea’s patented technologies, to take coronavirus testing to the next level by differentiating different strains of SARS-CoV-2. The test, if successful, would be adaptable to additional SARS-CoV-2 strain types as necessary and as the virus mutates. It also has the possibility to be rapidly be customized to provide similarly sensitive and specific assays for other viruses. The Company has committed to raise funding for the purposes set forth in under the Collaboration Agreement from its $5,000,000 Equity Line of Credit (“ELOC”) beginning on March 16, 2020. Seventy percent (70%) of the net proceeds from the sale of the initial 10,000,000 shares of stock of Tauriga under the ELOC will be invested in Aegea for the development of the Covid Test and used to purchase shares of common stock of Aegea, at a purchase price of $4.00 per share. Pursuant to the terms of the Collaboration Agreement, following the initial sale of 10,000,000 shares of our common stock under the ELOC, twenty percent (20%) of all subsequent net proceeds from the sale of shares under the ELOC shall be used to purchase additional shares of common stock of Aegea at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. The valuation will be reassessed and reset by the parties after the first $2,000,000 of Tauriga’s investment is received by Aegea. In addition, as part of our agreement with Aegea, On May 26, 2020, Tauriga also issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. The Collaboration Agreement commenced upon signing and will continue indefinitely, unless amended or terminated by mutual written agreement of the parties. COMPANY PRODUCTS TAURI-GUM TM In October 2018, the Company’s management, along with its board of directors, began to explore the possibility of launching a cannabidiol (“CBD”) infused gum product line into the commercial marketplace. After several weeks of diligence, discussions with various parties and exploratory meetings, the Company made the determination to move forward with this business opportunity. To begin this process, during the quarter ended December 31, 2018, the Company began discussions with a Maryland based chewing gum manufacturer - Per Os Biosciences LLC (“Per Os Bio”), which consummated in a manufacturing agreement in late December 2018 to launch and bring to market a white label line of CBD infused chewing gum under the brand name Tauri-Gum TM Under the terms of the agreement, Per Os Bio produces Tauri-Gum TM A. By composition, the CBD Gum will contain 10 mg of CBD Isolate; B. The initial production run will be mint flavor; C. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 (“Method for manufacturing medicated chewing gum without cooling”); D. Each Production Batch, including the initial production run, is estimated to yield 70,000 gum tablets or 8,700 Units (each Unit contains 8 gum tablets); E. Integrated Quality Control Procedures: Each production batch will be tested by a 3rd Party for CBD label content, THC content (0%), and clear for microbiology; F. The packaging, for retail marketplace, will consist of 8 count (gum tablet count) blister card labeled (the “Pack(s)”) with Lot # as well as Expiration Date.; G. Outer sleeve in the Company’s artwork and graphic design(s) and label copy; and H. Shipping System: Bulk packed 266 Packs per master case (“Palletized”). Under terms of the agreement with Per Os Bio: A. Each product order will consist of 8,700 Packs (unless otherwise agreed upon by both parties); B. ½ of initial production invoice due within 3 days of execution of Manufacturing Agreement; C. Provide graphic design artwork, logo, and label design to Per Os Bio; D. To implement Kosher Certification Process; E. Procure appropriate Product & Liability insurance policy; and F. Acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum on the Federal Statute Level. The Company’s gum formulation includes distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), and incorporates a proprietary manufacturing process. See our “Risk Factors” contained in this Annual Report, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis. The Company’s E-commerce website is www.taurigum.com. During the fiscal year 2020, the Company added two additional flavors. Blood Orange and Pomegranate. TAURI-GUMMIES On November 25, 2019, the Company announced that it has finalized the formulation for its Vegan 25 mg CBD (Isolate) Infused Gummies product to be branded Tauri-Gummies™ for which a trademark was filed in Switzerland and the European Union. This product contains no gelatin in the formulation, as the Company has utilized plant-based alternatives in completion of this product. Each bottle contains 4 flavors – cherry, orange, lemon and lime. Each gummy package contains 24 gummies in a jar, 6 of each flavor, containing 25mg of CBD isolate per individual gummy, or 600 mg of CBD isolate per jar. These Gum Drops have been manufactured in the “Nostalgic” 1950s confectionary style and are both plant-based (Vegan Formulated) and Kosher Certified. The Company commenced sales of Tauri-Gummies™ in January 2020. CANNABIGEROL “CBG” ISOLATE INFUSED VERSION OF TAURI-GUM™ On December 30, 2019, the Company announced it had commenced development of a Cannabigerol (“CBG”) Isolate Infused version of its Tauri-Gum™ brand. This initial production run had been completed in its Peach-Lemon flavor (and each piece of Chewing Gum contains 10mg CBG isolate). This initial production run yielded roughly 8,300 blister packs. The product is Kosher Certified, Vegan Formulated, Lab Tested, NON-GMO, Allergen Free, Gluten Free, containing no THC, and 100% Made in the USA. MSRP has been established at $19.99 per Blister Pack. The Company has commenced production of its second version of CBG Infused Tauri-Gum - Black Currant Flavor (each piece of Chewing Gum contains 15mg of CBG isolate). The Company’s Black Currant Flavor - CBG Infused Tauri-Gum™, will be: Kosher Certified, Vegan, Lab-Tested, NON-GMO, Allergen Free, Gluten Free, 15mg CBG/Piece of Chewing Gum, 100% Made in the USA. MSRP will be $22.99 per Blister Pack. DISTRIBUTION OF THE COMPANY’S PRODUCTS E&M Distribution Agreement On April 1, 2019, the Company entered into a distribution agreement with E&M Ice Cream Company (“E&M”) to establish Tauri-Gum TM TM Under the terms of the E&M Distribution Agreement, the Company issued restricted shares of common stock to E&M for their support services. South Florida Region Distribution Agreement On April 8, 2019, the Company entered into a non-exclusive distribution agreement with IRM Management Corporation (“IRM”), an established medical practice management firm (the “IRM Distribution Agreement”). The purpose of the IRM Distribution Agreement is to target our Tauri-Gum TM Under terms of this IRM Distribution Agreement, the Company will work closely with IRM to promote Tauri-Gum™. In connection with this IRM Distribution Agreement, the Company has also agreed to a one-time issuance of 450,000 shares of the Company’s restricted common stock and a cash stipend of $10,000 to IRM. As of the date of this report, $6,000 of the $10,000 cash stipend has been paid. The value of the shares was reflected as stock-based compensation based on the grant date of April 8, 2019. North Eastern United States Distribution Agreement On April 30, 2019, the Company, entered into a non-exclusive comprehensive distribution agreement with Sai Krishna LLC (“SKL”), a New Jersey based distributor, with relationships in the Northeast region of the United States and Asia, with the intention of increasing and accelerating market penetration of the Company’s Tauri-Gum TM In connection with the SKL Agreement, the Company had agreed to issue a one-time issuance of an aggregate of 1,000,000 restricted common shares the Company’s stock, which are subject to the customary resale and transfer restrictions imposed under the rules and regulations of the Securities and Exchange Commission. The restricted equity issuance to SKL was issued in accordance with the following schedule: (i) to Mr. Mahesh Lekkala, 500,000 restricted shares the Company’s common stock within ten (10) business days of April 30, 2019; and (ii) to SKL, 500,000, which were permitted to be immediately allocated by SKL to persons within its organization and, as such, (a) 250,000 of such shares shall be issued to SKL within ten (10) business days of April 30, 2019, and the additional issuance of (b) 250,000 of such shares shall be issued to SKL within ten (10) business days of August 1, 2019, which shares were issued on August 1, 2019. Other than the payment terms for Tauri-Gum TM On May 11, 2019, the Company also entered into a consulting agreement pursuant to the terms of the SKL agreement, whereby Ms. Neelima Lekkala was appointed Vice President of Distribution & Marketing. This agreement had a one-year term and expired on May 11, 2020. Ms. Lekkala focused her efforts on the expansion of Tauri-Gum TM TM Windmill Health Distribution Agreement On June 28, 2019, the Company entered into a distribution agreement with Windmill Health Products, LLC (“Windmill Health”), a New Jersey based distributor, with the intention of increasing and accelerating market penetration of the Company’s Tauri-Gum TM These arrangements are more fully described in our periodic and current reports that we have filed with the Securities and Exchange Commission and included in these agreements filed by reference as exhibits thereto. In connection with the issuances of any restricted securities by the Company regarding the above-described distribution agreements or other agreements described in this annual report, please see Part II, Item 5, Unregistered Sales of Equity Securities for additional information. Resale Agreement with OG LABORATORIES, LLC On January 21, 2020, the Company entered into a joint venture agreement with OG LABORATORIES, LLC (“OG”). Under this agreement the Company will act as a wholesaler of OG’s product labeled under OG’s name. We are currently wholesaling two of OG’s products: “Omega-3 Heart Wellness+CBD” and “Collagen Skin Wellness+CBD”. Both of these products will be offered on the Company’s website. The Company will be compensated for sales generated through its efforts according the following formula: the Company shall receive, no later than 30 days after collection, the following percentage of the total order amount for third-party customers who purchase OG products that Tauriga originated or derived: for aggregate purchases greater than one hundred thousand dollars ($100,000.00), Tauriga shall receive commission of three and a half percent (3.5%), and for aggregate purchases of one hundred thousand dollars ($100,000.00) or less, Tauriga shall receive commission of five percent (5%). . Tauriga shall receive the above-referenced commission on such sales as long as the sale is made while the contract is in force or within six (6) months after the contract’s termination. The OG agreement may be terminated by either party with thirty days of prior written notice to the other party. The Company made an initial purchase of OG inventory of $3,050 for e-commerce fulfillment. REGULATORY MATTERS Food and Drug Administration On May 31, 2019, the U. S. Food and Drug Administration (“FDA”) held public hearings to obtain scientific data and information about the safety, manufacturing, product quality, marketing, labeling, and sale of products containing cannabis or cannabis-derived compounds, including CBD. The hearing came approximately five months after the Agricultural Improvement Act of 2018 (more commonly known as the Farm Bill), went into effect and removed industrial hemp from the Schedule I prohibition under the Controlled Substances Act (CSA) (industrial hemp means cannabis plants and derivatives that contain no more than 0.3 percent tetrahydrocannabinol, or THC, on a dry weight basis). Though the Farm Bill removed industrial hemp from the Schedule I list, the Farm Bill preserved the regulatory authority of the FDA over cannabis and cannabis-derived compounds used in food and pharmaceutical products under the Federal Food, Drug, and Cosmetic Act (FD&C Act) and section 351 of the Public Health Service Act. The FDA has been clear that it intends to use this authority to regulate cannabis and cannabis-derived products, including CBD, in the same manner as any other food or drug ingredient. In addition to holding the hearing, the agency had requested comments by July 2, 2019 regarding any health and safety risks of CBD use, and how products containing CBD are currently produced and marketed, which comment period was concluded on July 16, 2019. As of the date hereof, the FDA has taken the position that it is unlawful to put into interstate commerce , or to market CBD as, or in, a dietary supplement. Furthermore, with respect to Company’s developing CBG product line, the has provided no guidance as to how cannabinoids other than CBD (sch as CBG) shall be regulated under the FD&C Act, and it is unclear at this time how such potential regulation could affect the Food and Drug Administration See The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding, success in developing and marketing its products and the level of competition and potential regulatory enforcement actions. These risks and others are described in greater detail in the Risk Factors set forth in this periodic report and our annual reports that we have filed and will also file in the future. OTHER BUSINESS ITEMS 2019 Increase in Authorized Shares On July 26, 2019, 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 increase the number of authorized shares of the Company’s common stock, $0.00001 par value per share from 100,000,000 to 400,000,000 shares (the “Authorized Shares Increase”). The increase in the authorized shares was approved by the shareholders of record at a special meeting of shareholders on September 10, 2019, and the Company promptly filed its Amended Articles of Incorporation with the division of corporations of the State of Florida to effectuate the increase in authorized shares, which was formally accepted by the Florida Division of Corporations on September 12, 2019. Certified by Wal-Mart, Inc. to become a Domestic Supplier On December 23, 2019, the Company announced that is has been certified by Wal-Mart, Inc. (“Walmart”) to become a Domestic Supplier. This certification from Walmart was obtained by the Company on December 19, 2019. On May 26, 2020, we also announced that our Walmart Marketplace Seller Application had been officially approved. In joining Walmart Marketplace, the Company has the opportunity to expand the presence of its products and product lines, with access to over a hundred million monthly customers. The Company is also approved to both list products on Walmart.com and sell directly to Walmart buyers. Approval to Operate Global Seller Account by Alibaba Group On January 6, 2020, the Company announced that is has been approved by Chinese multinational conglomerate, Alibaba Group (“Alibaba”), to operate a Global Seller Account. In addition, the Company has been designated as a Gold Supplier (Gold Tier Level Supplier). This Alibaba approval opens up the global marketplace to the Company, its products, its product lines, as well as future business opportunities. The Company is working diligently towards establishing a partnership with a China based fulfillment and distribution network. Certified as Affiliate Vendor by The National Association of College Stores On January 7, 2020, the Company announced that is has been certified by the National Association of College Stores (“NACS”) as an affiliate vendor. As a vendor of NACS, the Company has joined the most comprehensive group of campus retailers working to provide the best services and selections to college students across the United States. Investment Agreement and Registration Rights Agreement On January 21, 2020, the Company entered into a $5,000,000 equity line financing agreement (“Investment Agreement”) with Tangiers Global, LLC (“Tangiers”), as well as a registration right agreement related thereto (“Registration Rights Agreement”). The term of the financing is over a period of 36 months. Pursuant to the Registration Rights Agreement, a maximum of 76,000,000 shares of our Common Stock may be sold to Tangiers from time to time , which have been registered on our Form S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission on March 16, 2020. Investment Agreement and Registration Rights Agreement (Continued) Subject to the terms and conditions of the equity line documents, from time to time, the Company may, in its sole discretion, deliver a Put Notice to Tangiers which states the number of shares that the Company intends to sell to Tangiers on a closing date. The maximum amount of shares of Common Stock that the Company shall be entitled to put to Tangiers per any applicable Put Notice shall be an amount of shares up to or equal to two hundred percent (200%) of the average of the daily trading volume (U.S. market only) of the Common Stock for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”) so long as such amount is at least Five Thousand Dollars ($5,000) and does not exceed Three Hundred Fifty Thousand Dollars ($350,000), as calculated by multiplying the Put Amount by the average daily VWAP for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date. The “Purchase Price” of the shares of our Common Stock that we may sell to Tangiers will be 88% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Days including and immediately following the applicable to the Put Notice, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC eligible and (ii) an additional 15% will be added to the discount of each Put if the Company is under DTC “chill” status on the applicable Put Notice Date. The closing of a purchase by Tangiers of the shares specified by us in the Put Notice will occur on the date which is no earlier than five and no later than seven trading days following the date Tangiers receives the Put Notice. On a closing date we will sell to Tangiers the shares of our common stock specified in the Put Notice, and Tangiers will pay us an amount equal to the Purchase Price multiplied by the number of shares specified in the Put Notice. As of March 31, 2020, the Company has exercised no put options under this agreement; however, subsequent to the end of our fiscal year, we have issued 5,750,000 shares of Common Stock in exchange for an aggregate of $154,418 as of the date of filing of this annual report. HISTORICAL BUSINESS ITEMS 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 company Ice + Jam LLC (“Ice + Jam”) to market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan® HerMan® HerMan® Honeywood Following the termination of a proposed 2014 merger between the Company and California-based Honeywood LLC (“Honeywood”), a developer of a topical medicinal cannabis product, on August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert an $170,000 note receivable due from Honeywood, including accrued interest into a 5% membership interest in Honeywood. At the time of the Honeywood Conversion Agreement, the receivable balance under the Note of $199,119 had been fully written off by the Company in a prior period. As a result of the Honeywood Conversion Agreement, the Company deemed the investment to have no current value. Pilus Energy On January 28, 2014, the Company acquired 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 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 for consideration of the termination of 80% of the unexercised portion of the warrants to purchase 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. On January 12, 2019, the Company and Open Therapeutics agreed to extinguish a contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. Blink Charging Company On March 29, 2018 the Company’s then named subsidiary - Tauriga Biz Dev Corp. - entered into an independent sales representative agreement with Blink Charging Company (NASDAQ: BLNK) (“BLINK”). Under this agreement we became a non-exclusive independent sales representative to solicit orders from potential customers for EV (“Electric Vehicle”) Stations placement. This sales agreement is a three-tier compensation model based on whether we contract the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. If our subsidiary 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 our subsidiary secures a revenue sharing agreement with a customer where BLINK remains the owner, then our subsidiary 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 will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2020, we have not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. Management has not made any decision regarding placement of these units at this time. The Company has not decided to abandon this business line, and therefore, we have not reclassified these assets as held for sale. Going Concern During the fourth quarter of the year ended March 31, 2019, the Company began sales and marketing efforts for its Mint flavored Tauri-Gum TM On July 1, 2019, months after the NYC Department of Heath announced a ban on cannabidiol in foods and beverages (mainly focused on restaurants and baked goods), the updated New York City Health Code now includes an embargoing of CBD-infused Edible(s) Products (including packaged products). The Company is hopeful that the FDA as well as the New York City Council will implement regulations surrounding the CBD industry in a logical and prompt manner. The FDA’s uncertainty surrounding CBD was the initial cause of the New York City ban, and we believe further clarification from the FDA supporting its safety and regulating its labeling will also offer a clearer pathway to the New York City CBD market. The Company believes it is well positioned under the circumstances and has taken a conservative approach towards its products, including, for example, ensuring that its product manufacturer periodically tests for compliance with the Agricultural Improvement Act of 2018, such as utilizing CBD oils from hemp plants which contain 0% THC content. The Company remains confident that this embargo on CBD Edible(s) products will be lifted and/or clarified in the future. In the interim, as a result of this embargo, the Company has taken the necessary steps to ensure that their marketing efforts are focused on areas outside of New York City, while maintaining its physical presence in New York City. The Company, in the short term, intends to continue funding its operations either through cash-on-hand or through financing alternatives. Management’s plans with respect to this include raising capital through equity markets as well as through its equity line with Tangiers to fund future operations as well as the possible sale of its remaining marketable securities which had a market value of $101,200 at March 31, 2020. In the event the Company cannot raise additional capital to fund and/or expand operations or fails to raise adequate capital and generate adequate sales revenue, or if the regulatory landscape were to become more difficult or result in regulatory enforcement, it 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 and generate adequate revenues in the short term, 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 to achieve profitability thereby eliminating its reliance on alternative sources of funding. Although management believes that the Company is in a stronger position than it has been in in several years, there is still no guarantee that profitable operations with sufficient cashflow to sustain operations can or will be achieved without the need of alternative financing, which is limited. These matters still raise significant doubt about the Company’s ability to continue as a going concern as determined by management. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve sufficient sales to maintain profitable operations and sustain cash flow to operate the Company for a period of twelve months. 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. 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 successful, 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 consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In an effort to support the Company’s future capital needs, on January 21, 2020, the Company entered into a $5,000,000 equity line financing agreement with Tangiers, as well as a registration right agreement related thereto. The financing is over a maximum of 36 months. Pursuant to the Registration Rights Agreement, a maximum of 76,000,000 shares of our common stock, par value $.00001 per share that we may sell to Tangiers from time to time will be registered by us on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for this financing. As a result of the Company’s Collaboration Agreement with Aegea, whereby seventy percent (70%) of the Net Proceeds from the sale of the initial 10,000,000 shares of stock of Tauriga using the ELOC will be transferred to and invested in Aegea for the purchase of common stock of Aegea, and twenty percent (20%) of all subsequent Net Proceeds, this arrangement will provide less capital to ongoing operations. (See earlier in this Note for a more complete description under Investment Agreement and Registration Rights Agreement). In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impact on domestic and global commerce have been and are anticipated to continue to be far reaching. To date there have been significant stock market declines and the movement of people and good |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, its wholly-owned subsidiary Tauriga Pharma Corp. (f/k/a Tauriga Biz Dev Corp – or “Tauriga BDC” and referenced herein as Tauriga BDC for contextual purposes only in describing the Blink contractual arrangement) and Tauriga Sciences Limited. All intercompany transactions have been eliminated in consolidation. As of March 31, 2020, there is no activity in any of the Company’s subsidiaries other than Tauriga Pharma Corp. holding the electric car chargers and the leasehold interest in Tauriga Sciences Limited. Segment Information The Company is planning to adopt provisions of ASC 280-10 Segment Reporting, 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 BDC, entered into an independent sales representative agreement with Blink to be a non-exclusive independent sales representative. Under the agreement with Blink, the Company may solicit orders from potential customers for EV charging station placement. Tauriga BDC will be compensated upon contracting for so long as the Company’s acquired prospect remains under contract. This sales agreement is a three-tier model based on whether Tauriga BDC contracts the new customer to purchase equipment outright from Blink or enter into one of two revenue-sharing agreements. In the case Tauriga BDC 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 BDC secures a revenue sharing agreement with a customer where Blink remains the owner, Tauriga BDC 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 remainder of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2020, the Tauriga BDC has not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. The Company recognizes revenue upon the satisfaction of the performance obligation. The Company considers the performance obligation met upon shipment of the product or delivery of the product. For ecommerce orders, the Company’s products are shipped by a fulfillment company and payment is made in advance of shipment either through credit card or PayPal. The Company also delivers the product to its customers that they market to in the metropolitan New York Tri-State area that are not covered under any existing distribution agreements. The Company generally collects payment within 30 to 60 days of completion of its performance obligation, and the Company has no agency relationships. The Company recognized revenue from operations in the amount of $234,389 during the year ended March 31, 2020 compared to no revenue for the same period in the prior year. All revenue is from the sale of the Company’s Tauri-Gum TM The Company recognized no revenue from discontinued operations during the year ended March 31, 2020 which was related to the sales of the HERMAN® lip balm product. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts, which includes sales returns, sales allowances and bad debts. The allowance adjusts the carrying value of trade receivables for the estimate of accounts that will ultimately not be collected. An allowance for doubtful accounts is generally established as trade receivables age beyond their due dates, whether as bad debts or as sales returns and allowances. As past due balances age, higher valuation allowances are established, thereby lowering the net carrying value of receivables. The amount of valuation allowance established for each past-due period reflects the Company’s historical collections experience, including that related to sales returns and allowances, as well as current economic conditions and trends. The Company also qualitatively establishes valuation allowances for specific problem accounts and bankruptcies, and other accounts that the Company deems relevant for specifically identified allowances. The amounts ultimately collected on past-due trade receivables are subject to numerous factors including general economic conditions, the financial condition of individual customers and the terms of reorganization for accounts exiting bankruptcy. Changes in these conditions impact the Company’s collection experience and may result in the recognition of higher or lower valuation allowances. At March 31, 2020, the Company has established an allowance for doubtful accounts in the amount of $64,146. Sales Refunds The Company’s refund policy allows customers to return product for any reason except where the customer does not like the taste of the product. The customer has 30 days from the date of purchase to initiate the process. Returns are limited to one return or exchange per customer. Only purchases up to $100 qualify for a refund. Approved return/refund requests are typically processed within 1-2 business days. For product purchases made through a Tauri-Gum TM Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2020, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. At March 31, 2020 and 2019, the Company had a cash balance of $5,348 and $385,943, respectively. The Company’s does not expect, in the near term, for its cash balance to exceed the total FDIC insurance limit of $250,000 for other than very short periods of time where the Company would use such cash in excess of insurance in the very short-term in operating activities. 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 evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of March 31, 2020 and 2019. Investment in Trading Securities Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded warrants of these companies should there be a market for them. 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 income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other income or loss. Investment – Cost Method Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320. As of March 31, 2020, the Company has not impaired any of their cost method investments. Inventory Inventory consists of finished goods in salable condition stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged and 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 e-commerce sales is paid by the customer upon ordering for orders of single packs of Tauri-Gum TM TM TM Property and Equipment Property and equipment are stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. Intangible Assets Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition. Net Loss Per Common Share The Company computes per share amounts in accordance with 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. 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 it’s 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 $6,923 and $13,924 for the years ended March 31, 2020 and 2019, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-Gum TM 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 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. Share settled debt The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement to be carried at fair value unless other accounting guidance specifies another measurement attribute. The Company has determined that ASC 835-30 is the appropriate accounting guidance for the share-settled debt, which is what was done by setting up the debt discount which is to be amortized to interest expense over the term of the instrument. Amortization of discounts are to be amortized using the effective interest method over the term of the note. ASC 480-10-25-14 requires liability accounting for (1) any financial instrument that embodies and unconditional obligation to transfer a variable number of shares or (2) a financial instrument other than an outstanding share that embodies a conditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on any of the following: 1. A fixed monetary amount known at inception (e.g. stock settled debt); 2. Variations in something other than the fair value of the issuer’s equity shares (e.g. a preferred share that will be settled in a variable number of common shares with tits monetary value tied to a commodity price); and 3. Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves inversely to the value of the issuer’s shares (e.g. net share settled written put options, net share settled forward purchase contracts). Notwithstanding the fact that the above instruments can be settled in shares, FASB concluded that equity classification is not appropriate because instruments with those characteristics do not expose the counterparty to risks and rewards similar to those of an owner and, therefore do not create a shareholder relationship. The issuer is instead using its shares as the currency to settle its obligation. The Company has multiple notes that contain discount provisions whereby the holder can exercise conversion rights at a discount to the market price for a 15 or 20 day trailing period based on the market volume average weighted price. ASC 470-20 defines this as a beneficial conversion feature which that shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value, not to exceed the face value of the note, to additional paid in capital. This segmented value, is to be amortized using the effective interest method over the term of the note. 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 March 31, 2020. 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 February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) The new guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company has adopted this standard as of April 1, 2019 (See Note 7). There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. Subsequent Events In accordance with ASC 855 “ Subsequent Events |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 3: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company’s revenue by major source for the years ended March 31: 2020 2019 Revenue: Distributor $ 62,441 $ 1,000 E-Commerce 34,439 794 Wholesale 137,509 2,340 $ 234,389 $ 57,134 Revenues in the year ended March 31, 2020 from largely from the wholesale channel. As of March 31, 2020, the Company established an allowance for doubtful account collectability in the amount of $64,146 that was wholly attributable to the Wholesale channel. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
Inventory
Inventory | 12 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4– INVENTORY Inventory from continuing operations Inventory value by product as of: March 31, 2020 March 31, 2019 Tauri-Gum TM $ 120,481 $ 10,872 Tauri-Gummies TM 4,029 - Collagen/Omega-3 Gummies (1) 2,425 - Other (2) 1,776 - Total Inventory $ 128,710 $ 10,872 (1) This segment of inventory is stock that was purchased in conjunction with Resale Agreement with OG Laboratories, LLC (2) Other inventory consists of holiday pouches sold as a bundled of Tauri-Gum TM As of March 31, 2020, the Company did not have an CBG Tauri-Gum TM At March 31, 2020, deposits to Per Os Bio in the amount of $96,688 for the manufacturing costs of Tauri-Gum TM At March 31, 2019, the Company had deposits to Per Os Bio in the amount of $105,000 for the manufacturing costs of Tauri-Gum TM |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 5– DISCONTINUED OPERATIONS On March 31, 2019, the Company decided to discontinue operations relative to its HERMAN© Lip balm product line. After much effort the Company was unable to resolve manufacturing issues as it related to it its lip balm tube mechanism. The Company did not believe that these issues will be resolvable without a substantial investment of time and money. Therefore, the Company exchanged its 50% ownership in Ice+Jam, LLC for the balance of the non-controlling interest as of March 31, 2019. On April 1, 2019, the Company recognized a gain on the disposal of discontinued operations in the amount of $4,941. The Company had no revenue or expenses from discontinued operations during the year ended March 31, 2020. TAURIGA SCIENCES, INC. AND SUBSIDIARY BALANCE SHEETS FROM DISCONTINUED OPERATIONS March 31, 2020 March 31, 2019 Assets from discontinued operations $ - $ 581 Liabilities from discontinued operations $ - $ 5,522 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6– PROPERTY AND EQUIPMENT The Company’s property and equipment is as follows: March 31, 2020 March 31, 2019 Estimated Life Computers, office furniture and other equipment $ 69,638 $ 69,808 3-5 years Less: accumulated depreciation (56,160 ) (56,798 ) Net $ 13,478 13,010 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 as of March 31, 2020 due to the fact that they have not been placed in service. Depreciation expense for the years ended March 31, 2020 and 2019 was $913 and $964. During the year ended March 31, 2020, the Company disposed of computer equipment valued at $2,782 recognizing a loss on disposal of $1,230. During the year ended March 31, 2019 the Company disposed of computer equipment valued at $1,632 recognizing a loss on disposal of $907. |
Operating Lease
Operating Lease | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Operating Lease | NOTE 7 – OPERATING LEASE The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance on April 1, 2019. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $7,492 and $7,895 as of April 1, 2019, respectively. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact, will be recorded as an adjustment to retained earnings. The standard is not expected to materially impact our consolidated net earnings and had no impact on cash flows. Corporate office – New York 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 lease right of use asset for this lease at adoption was $7,492 and will be amortized on a straight-line basis over the remaining term of the lease. For the year ended March 31, 2020 the Company recorded a lease expense of $9,543. On September 1, 2019, the Company entered into a two-year lease extension with the modified lease expiring November 30, 2021. The lease modification required the Company to remeasure the lease asset and lease liability based on the original lease. The Company recorded a net lease right of use asset and a lease liability at present value of approximately $26,093 for each. The Company recorded these amounts at present value, in accordance with the standard, using a discount rate of 8.98% which was representative of the weighted average borrowing rates for all notes issued to non-related parties based on the respective principal balances at the time of the lease extension. As of March 31, 2020, the value of this unamortized lease right of use asset is $19,305. As of March 31, 2020, the Company’s lease liability associated with this lease was $19,943. Barcelona office On June 11, 2019, the Company entered into a two-year lease, expiring on June 30, 2021. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). In accordance with ASC 842 - Leases, effective June 11, 2019, the Company will record additional net lease right of use asset and a lease liability at present value of approximately $4,574, respectively as a result of this lease. The lease will be initially recorded using an exchange rate of 1.13. Any fluctuations in the currency rate will be recorded as gain or loss on currency translation. As of March 31, 2020, the value of this unamortized lease right of use asset is $2,785. As of March 31, 2020, the Company’s lease liability was $2,881. The lease right of use asset, at inception, of $27,050 is amortized on a straight-line basis over the term of the lease. The present value of the New York corporate office lease had an initial present value of $22,476 at December 1, 2017. The Barcelona office lease value had an initial present value of $4,574. The present value of the modified New York Corporate office lease, at September 1, 2019 was $26,092. For the year ended March 31, 2020 the Company recorded a lease expense of $13,233. As of March 31, 2020, the value of the unamortized lease right of use asset is $22,090. As of March 31, 2020, the Company’s lease liability was $22,824. Maturity of Operating Lease Liability for fiscal year ended March 31, 2021 $ 13,891 2022 $ 8,933 Total lease payments $ 22,824 The following chart shows the Company’s operating lease cost for the years ended March 31, 2020 and 2019: For the year ended 2020 2019 Amortization of right of lease asset $ 13,233 $ - Lease interest cost 1,666 - Total Lease cost $ 14,898 $ - The following chart shows the Company’s operating lease liability at March 31, 2020. Discounted Operating Lease liability at inception - December 1, 2017 $ 27,050 Lease modification - September 1, 2019 26,093 Lease modification adjustment- September 1, 2019 (200 ) Financing cost 1,666 Less of lease payments made (31,354 ) Cumulative effect of adoption of ASC 842 (430 ) Operating lease liability at March 31, 2020 22,824 Less Lease Liability current portion (13,891 ) Lease Liability - net current portion at March 31, 2020 $ 8,933 |
Notes Payable
Notes Payable | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE Notes payable and convertible notes consisted of the following as of: March 31, 2020 March 31, 2019 Alternative Strategy Partners PTE Ltd. (a) - 90,000 GS Capital Partners LLC - Oct 2018 (b) - 180,000 GS Capital Partners LLC - Mar 2019 (c) 175,000 300,000 GS Capital Partners LLC - May 2019 (d) - - GS Capital Partners LLC - Jun 2019 (e) 60,000 - Jefferson Street Capital LLC - Jul 2019 (f) - - Adar Alef, LLC - Aug 2019 (g) - - Odyssey Funding, LLC - Sep 2019 (h) 80,000 - BHP Capital NY Inc. - Oct 2019 (i) 55,000 - Tangiers Global, LLC - Nov 2019 (j) 137,500 - Odyssey Funding, LLC - Dec 2019 (k) 100,000 - Jefferson Street Capital LLC - Dec 2019 (l) 55,000 - BHP Capital NY Inc. - Jan 2020 (m) 44,000 - ADAR Alef, LLC - Jan 2020 (n) 44,000 - GS Capital LLC - Jan 2020 (o) 110,000 - Tangiers Global, LLC - Feb 2020 (p) 65,000 - Crown Bridge Partners, LLC - Feb 2020 (q) 55,000 - ADAR Alef, LLC - Mar 2020 (r) 44,000 - Tangiers Global, LLC - Mar 2020 (s) 43,050 - Total notes payable and convertible notes $ 1,067,550 $ 570,000 Less - note discounts (482,416 ) (356,125 ) Less - current portion of these notes (585,134 ) (213,875 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing an interest rate of 11.50% per annum (the “ASP Loan”). 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 Alternative Strategy Partners PTE Ltd. (“ASP”) to compensate a consultant. The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm Eishin, Inc. (“Eishin”), but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company had been in dispute with the noteholder about the amount owed, and the Company had not recorded this liability as of December 31, 2018 or March 31, 2018. On May 29, 2019, the Company and ASP consummated the retirement of the ASP Loan. The Company did not pay cash or issue any securities in connection with the termination of the ASP Loan, and instead the Company agreed to transfer and assign to ASP all right, title and interest it has or may have in securities of Eishin. Since the Eishen rights were not valued on the Company’s balance sheet, the $113,468 liability (at the time of settlement) has been removed from the Company’s balance sheet, as is reflected in the Company’s financial statement as a gain on extinguishment of debt in the amount of $113,467 during the nine months ended December 31, 2019. (b) On October 25, 2018, the Company entered into a one year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC (“GS Capital”). The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital. The face value of this note 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. 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. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital 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. During the nine months ended December 31, 2019, GS Capital fully converted $180,000 of principal and $11,248 of accrued interest into 7,410,229 shares of common stock. (c) On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital, with a maturity date of March 13, 2020. The GS Capital Note carried a $20,000 original issue discount (OID) and, as such, the initial net proceeds to the Company was $280,000. In connection with this agreement, the Company was obligated to issue 750,000 commitment shares having a value of $142,500 ($0.19 per share) which is reflected as interest expense in the Company’s consolidated statement of operations during the year ended March 31, 2019. These shares were issued on June 20, 2019. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock at a price for each share of Common Stock equal to 68% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the fifteen (15) prior trading days. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the full-face value of the note which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. At December 31, 2019, this note had accrued interest of $19,200. Also, in conjunction with this note, the 213,334 five-year cashless warrants, associated with the June 27, 2017, $80,000 5% one-year note were fully cancelled. During the year ended March 31, 2020, the noteholder converted $125,000 of principal and $9,789 of accrued interest into 5,157,806 shares of the Company’s common stock ($0.0261 per share). Subsequently, the noteholder converted the remaining $175,000 of principal and $16,132 of accrued interest into 9,315,448 common shares ($0.0205 per share). At March 31,2020, this note had accrued interest of $14,718. (d) On May 24, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of May 23, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on May 24, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 3,327,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the “Share Reserve”) and was required to maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. At December 31, 2019, GS Capital fully converted $60,000 of principal and $2,670 of accrued interest, and 4,327,198 shares then in reserve were cancelled and placed back into the Company’s treasury. (e) On June 21, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of June 21, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on June 21, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this decrease. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 56% instead of 66% while that “Chill” is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day if the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company’s stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 2,650,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the “Share Reserve”) and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. As of March 31, 2020, this note had accrued interest of $3,735. On June 3, 2020, the noteholder converted the entire $60,000 of principal and $4,937 of accrued interest into 3,162,115 shares of common stock ($0.0205 per share). (f) On July 22, 2019, the Company and Jefferson Street Capital, LLC (“Jefferson Street”) consummated entry into a Securities Purchase Agreement where the Company has borrowed $55,000 ($50,000 with original issuance discount reflected) at 10% annual interest under a term of nine-months in the form of a convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 250,000 commitment shares having a value of $10,500 ($0.042 per share, the closing price of our common stock on the day preceding the note) which was reflected as interest expense in the Company’s consolidated statement of operations during the three months ended December 31, 2019. The restricted stock was valued at the closing price on July 22, 2019. Legal fees of $2,000 were deducted from cash proceeds of the note payable to investor’s counsel, and a $5,000 original issue discount recognized. The Company received cash proceeds of $48,000 at closing. Under the Jefferson Street note, the Company reserved 15,000,000 shares of its common stock, The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the lowest volume weighted average price for the Company’s common stock during the previous fifteen trading day period as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, including the day upon which a notice of conversion is received by the Company. Upon an event of default (as defined and described in the note), among other default penalties, the Company shall pay the Default Amount (as defined in the agreement) as well as incur annual interest at a default interest rate of 24% per annum. In consideration of Jefferson Street loaning the Company the proceeds under this note, the Chief Executive Officer had personally guaranteed the repayment of the outstanding principal amount, accrued and unpaid interest until such time that the Company had satisfied its share reserve requirement under the note. As of December 31, 2019, this note had accrued interest of $2,441. On January 23, Jefferson converted $27,500 of principal and accrued interest in the amount of $1,375 into 1,339,031 shares of restricted stock of the Company ($0.0219 per share). The Company repaid the remaining balance of $27,500 of the Jefferson Street Note including accrued interest and prepayment premium of $10,904. As a result, the Jefferson Street Note is now fully repaid and retired and no further obligations or remuneration is due and owing thereunder. (g) On August 12, 2019, the Company received $47,500 net proceeds for the second of two notes (the “Back-End Note”) under a December 20, 2018 security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. Both notes were for $55,000 and had funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The first note was previously funded on December 24, 2018 and was fully converted on March 18, 2019. The Back-End Note was initially paid for by an offsetting promissory note issued by Adar Alef, LLC to the Company (the “Note Receivable”). The terms of the Back-End Note required cash funding prior to any conversion thereunder. The Note Receivable was due December 20, 2019, unless certain conditions were not met, in which case both the Back-End Note and the Note Receivable may both have been cancelled. The Back-End Note has a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under 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 60% 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 20 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 50% instead of 60% 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. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. This Back-End Note may not be repaid. The note holder may redeem this note at any time after the first six months. As of December 31, 2019, this note had accrued interest of $2,125. Effective December 20, 2019, it was mutually agreed to extend the maturity date of this note to September 20, 2020. On February 12, 2020, $15,000 of note principal was converted into 554,324 common shares ($0.0271 per share). (h) On September 13, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Funding, LLC (“Investor”) pursuant to the terms of a Securities Purchase Agreement (the “Odyssey Note”). The Odyssey Note has a maturity date of September 13, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 64% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this decrease. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 54% instead of 64% while that “Chill” is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Investor and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor. During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to the Investor an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Note along with any accrued interest, and (iii) if the redemption is after the 120 th th (i) On October 17, 2019, the Company entered into a Convertible Promissory Note (“BHP Note”), bearing an interest rate of 10% per annum, pursuant to a Securities Purchase Agreement with BHP Capital NY, Inc. dated October 7, 2019. The BHP Note has a maturity date of July 3, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on October 8, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. The Borrower is required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt. If delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash. The Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest) paying the holder the amounts as follows: : (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The BHP Note may not be redeemed after 180 days. Upon an event of default, among other default provisions set forth in the BHP Note, (i) interest shall accrue at a default interest rate of 24% per annum, (ii) Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, (iii) Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act, (iv) bankruptcy, (v) cessation of operations, (vi) liquidation, (vii) restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement, and (viii) breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default. In the event of default due to restatement, failure to comply with the Exchange act, delisting from exchange or cross default the borrower must pay 150% times the sum the then outstanding principal amount of this Note plus (x) accrued and unpaid interest. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor, the Borrower will provide the Holder with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions. In the event the Holder determines that the terms of the subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms of the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder, the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the instruments evidencing the subsequent investment. On October 16, 2019, the Company issued 250,000 commitment shares to noteholder, BHP Capital NY, Inc. pursuant to the BHP Note. The shares had a value of $9,750 ($0.039 per share) which was recorded as interest expense on the Company’s consolidated balance sheet. As of March 31, 2020, this note had accrued interest in the amount of $2,501. Upon full conversion or repayment of this BHP note, any shares remaining in the Share Reserve shall be cancelled. (j) On November 7, 2019, the Company effectuated a nine-month convertible promissory note with Tangiers Global, LLC (the “Tangiers Note”). The Company received funds in the amount of $125,000 after reduction of the Original Issue Discount of $12,500. The $137,500 face value note matures on August 5, 2020 and bears and interest rate of 10%, guaranteed. The Note holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangiers Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 34% to 44%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the Conversion Price discount will be increased by 5%, i.e., from 34% to 39%. In the case of both, the Conversion Price discount shall be a cumulative increase of 15%, i.e., from 34% to 49%. Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 34% to 44%, in the Conversion Price discount in addition to any and all other Conversion Price discounts, as provided above. Any conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 2 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. During the first 180 calendar days that the Tangiers Note is in effect, the Company may redeem the note by paying to the note holder Investor an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Tangiers Note after the 180th day from entering into it without written approval by the noteholder. If the Company fails to deliver shares in accordance with the timeframe stated, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. Upon an event of default, among other default provisions set forth in the Tangiers Note (i) interest shall accrue at a default interest rate of lesser of 20% per annum or the maximum rate permitted under applicable law; (ii) after the occurrence of an Event of Default that results in the eventual acceleration of this Note, an additional 10% increase to the Conversion Price discount will go into effect; (iii) a default in the timely issuance of underlying shares in excess of any conversion not delivered prior to 20 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company shall be considered in default and subject to a mandatory default amount commencing 5 days after the occurrence the following but not limited to: (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares upon, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (viii) failure of the Company to remain in good standing under the laws of its state of domicile; (ix) failure by the Company to maintain the Required Reserve in accordance with the term; (x) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xi) any delisting from a Principal Market for any reason; (xii) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xiii) any trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xiv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not li |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9 – RELATED PARTIES 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 December 31, 2018, these amounts represented cash Ice + Jam collected from sales of HerMan® On December 26, 2019, Chief Executive Officer, Seth Shaw, deposited $50,159 to be used for operating expenses. This is an interest free loan to the Company. In conjunction with and consideration for a July 22, 2019, 10% convertible note, in the amount of $55,000, under a Securities Purchase Agreement the Company entered into with Jefferson Street Capital, LLC, the Chief Executive Officer had personally guaranteed the prompt, full and complete payment of the outstanding principal amount, accrued and unpaid interest, default interest (if any) and applicable fees (if any), owing by the Company under the note. This personal guaranty was to remain in effect until such time that the Company was able to reserve at least six times the amount of common shares issuable upon full conversion of the note. As a result of the increase in the authorized shares taking effect on September 13, 2019, this personal guaranty was removed and the Company reserved the appropriate amount of shares on October 2, 2019. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock As of December 31, 2019, the Company is authorized to issue 400,000,000 shares of its common stock. As of March 31, 2020 and June 28, 2020 there were 107,039,107 and 145,323,728 shares, respectively of common stock issued and outstanding. On July 26, 2019, the Company’s Board of Directors approved the (i) increase of the authorized common stock of the Company from 100,000,000 shares to 400,000,000 shares; (ii) the filing of both the preliminary and definitive information statements; and (iii) approved the record date of July 29, 2019. The Company’s shareholders approved the increase of the authorized shares to 400,000,000 in its Special Meeting on September 10, 2019 and the State of Florida certified the amendment of our Articles of Incorporation effective on September 13, 2019 to reflect this increase. Common Stock S-1 Registration Statement and Investment Agreement with Tangiers Global, LLC On March 5, 2020, the Company filed and S-1 Registration Statement pursuant to the January 21, 2020, Investment Agreement entered into Tangiers in order to establish a source of funding for our operations. Under the Investment Agreement, Tangiers has agreed to provide us with up to $5,000,000 of funding during the period ending three years from the date of this prospectus. From time to time during the period ending three (3) years after this filing, we may, in our sole discretion, deliver a Put Notice to Tangiers. The Put Notice will specify the number of shares of common stock which we intend to sell to Tangiers on a closing date. The closing of a purchase by Tangiers of the shares specified by us in the Put Notice will occur on the date which is no earlier than five and no later than seven Trading Days following the date Tangiers receives the Put Notice. On the closing date we will sell to Tangiers the shares specified in the Put Notice, and Tangiers will pay us an amount equal to the Purchase Price multiplied by the number of shares specified in the Put Notice. The maximum amount of shares of Common Stock that the Company shall be entitled to Put to Tangiers per any applicable Put Notice shall be an amount of shares up to or equal to two hundred percent (200%) of the average of the daily trading volume (U.S. market only) of the Common Stock for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”) so long as such amount is at least Five Thousand Dollars ($5,000) and does not exceed Three Hundred Fifty Thousand Dollars ($350,000), as calculated by multiplying the Put Amount by the average daily VWAP for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date. During the 36-month term of the Investment Agreement, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. Notwithstanding the foregoing, the Company may not deliver a Put Notice on or earlier of the eighth (8th) Trading Day immediately following the preceding Put Notice Date (the “Waiting Period”), unless a written waiver to deliver Put Notice during the Waiting Period is obtained by the Company from the Investor in advance. The number of shares to be sold by Tangiers in this offering will vary from time-to-time and will depend upon the number of shares purchased from us pursuant to the terms of the Investment Agreement. However, 76,000,000 shares of common stock is the maximum number of shares which we may sell to Tangiers. Purchase Price means 88% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Days including and immediately following the applicable to the Put Notice, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC eligible and (ii) an additional 15% will be added to the discount of each Put if the Company is under DTC “chill” status on the applicable Put Notice Date. Principal Market means the NYSE MKT, the Nasdaq Capital Market, the OTC Bulletin Board or the OTC Markets Group, whichever is the principal market on which our common stock is traded. VWAP means a price determined by the daily volume weighted average price of our common stock on the Principal Market as reported by (i) Bloomberg Financial L.P. or (ii) Stock Charts/Quote Media for the ten consecutive Trading Days immediately prior to the date of the delivery of a Put Notice. The S-1 Registration statement became effective March 16, 2020. As of March 31, 2020, the Company has initiated no put notices to Tangiers and has received no proceeds. Subsequent to March 31, 2020, the Company has sold 5,750,000 registered common shares for total proceeds of $154,418. Fiscal Year 2019 During the year ended March 31, 2019 the Company issued 3,130,000 shares of its restricted common stock to consultants under consulting agreements. During the year ended March 31, 2019, the Company issued 5,946,516 shares of restricted common stock to noteholders for the conversion of debt and accrued interest having a value of $200,718 (at an average conversion price of $0.03375 per share). During the year ended March 31, 2019, the Company issued 5,686,667 shares of common stock ($0.02 to $0.06 per share) for aggregate proceeds of $301,200. During the year ended March 31, 2019, the Company issued 500,000 commitment shares for debt financing ($0.042 per share) valued at $21,000. During the year ended March 31, 2019, the Company issued 95,667 shares for the settlement of debt $20,004. Fiscal Year 2019 On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares were recorded at a value of $24,750 ($0.0495 per share) as a loss on settlement in the Company’s consolidated financial statements. Fiscal Year 2020 During the year ended March 31, 2020, the Company issued 2,450,000 shares under our various distribution agreements, as more fully described in Note 1. Common shares issued had a value of $496,261 ($0.08 to $0.2092 per share). During the year ended March 31, 2020, the Company issued 21,295,495 shares for conversion of debt in the amount of $467,500 as well as accrued interest in the amount of $28,762 ($0.01412 to $0.04725 per share). During the year ended March 31, 2020, the Company issued 250,000 shares issued to Vice President of Distribution and Marketing. During the year ended March 31, 2020, the Company issued 7,100,000 shares issued for services rendered. During the year ended March 31, 2020, the Company issued 2,350,000 shares for debt commitments in the amount of $218,460 ($0.039 to $0.19 per share). During the year ended March 31, 2020, the Company recognized $569,636 in beneficial conversion feature for convertible notes whereby the holder can exercise conversion rights at a discount to the market price. During the year ended March 31, 2020, the Company issued 5,470,286 shares under stock purchase agreements in consideration for $143,420 ($0.02 to $0.07 per share) to accredited investors that are unrelated third parties. On March 27, 2020, the Company entered into a stock purchase agreement with an accredited investor to purchase 200,000 restricted shares of Company’s common stock for $5,000 ($0.025 per share.) As of this report date, these shares have not been issued. 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 $569,636 and $296,705 in stock-based compensation expense related to these agreements in the years ended March 31, 2020 and 2019. Warrants for Common Stock The following table summarizes warrant activity for the years ended March 31, 2020 and 2019: Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2018 1,433,611 $ 1.06 3.02 Years $ — Granted — — — Expired (223,335 ) 0.2843 Exercised — — Canceled — — Outstanding and exercisable March 31, 2019 1,210,276 $ 1.2 1.28 Years $ — Granted — — — Expired (488,011 ) 0.75 Exercised — — Canceled — — Outstanding and exercisable March 31, 2020 722,265 $ 1.50 0.83 Years $ — During the year ended March 31, 2019, 213,334 warrants expired which were issued in conjunction with a one year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. The five-year cashless warrants had an exercise price of $0.2625 per share. These warrants were cancelled as part of the convertible note agreement which the Company entered into with GS Capital Partners, LLC on March 14, 2019 in the amount of $300,000 (See Note 8 section c). During the year ended March 31, 2019, 10,001 three-year warrants expired which were awarded to investors in conjunction with security purchase agreements. These warrants had a strike price of $0.75. During the year ended March 31, 2020, 488,011 three-year warrants expired which were awarded to investors in conjunction with security purchase agreements. These warrants had a strike price of $0.75. 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. The following table summarizes option activity for the years ended March 31, 2020 and 2019: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2018 133,334 $ 7.50 3.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2019 133,334 $ 7.50 2.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable March 31, 2020 133,334 $ 7.50 1.85 Years $ — |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
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. The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31, 2020 and 2019: March 31, 2020 March 31,2019 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 0.00 % 0.00 % Temporary differences 2.42 % 1.48 % Permanent differences (0.87 )% 0.24 % Impact of Tax Reform Act 0.00 % (167.44 )% Change in valuation allowance (22.55 )% 144.72 % Totals 0.00 % 0.00 % Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of March 31, 2020 March 31, 2019 Deferred tax assets: Net operating losses before non-deductible items $ 4,269,938 $ 3,685,807 Loss on disposal of fixed assets 613 355 Stock-based compensation 329,214 209,591 Unrealized gains or losses on investments (50,290 ) (4,258 ) Total deferred tax assets 4,599,765 3,891,495 Less: Valuation allowance (4,599,765 ) (3,891,495 ) Net deferred tax assets $ - $ - At March 31, 2020, the Company had a U.S. net operating loss carryforward in the approximate amount of $20.35 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 valuation allowance increased by $657,980 in the year ended March 31, 2020 and decreased by $1,516,710 in the year ended March 31, 2019. The net decreases were the result of the tax effects of the Tax Cuts and Jobs Act (the “TCJA”) offset by taxable losses net of timing differences in each of the years. |
Investments
Investments | 12 Months Ended |
Mar. 31, 2020 | |
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, 2019 Company Beginning Purchases Sales End of Fair Realized Unrealized Green Innovations Ltd (GNIN)* (a) $ - - $ - $ - $ - $ - $ - VistaGen Therapeutics Inc (VTGN) (b) 490,117 349,498 (517,485 ) 287,500 294,400 (34,630 ) 6,900 Blink Charging Co (BLNK) (c) 190,350 151,666 (367,142 ) - - 25,126 - Blink Charging Co (BLNKW) (Warrants) (c) 900 162,215 (468,496 ) - - 305,381 - Aytu BioScience Inc (AYTU) (d) 82,270 100,030 (144,094 ) - - (38,206 ) - Lightbridge Corp. (LTBR) (e) 37,511 299,028 (276,159 ) - - (60,380 ) - Pulmatrix Inc. (PULM) (f) - 204,802 (183,737 ) - - (21,065 ) - Axovant Sciences Ltd. (AXON) (g) - 103,938 (98,433 ) - - (5,505 ) - Basanite Inc. (BASA) (h) - 42,998 (10,821 ) 30,000 56,000 (2,177 ) 26,000 Achieve Life Sciences (ACHV) (i) - 177,356 (112,221 ) - - (65,135 ) - Decision Diagnostics (DECN) (j) - 20,479 (16,893 ) - - (3,586 ) - Totals $ 801,148 $ 1,612,010 $ (2,195,481 ) $ 317,500 $ 350,400 $ 99,823 $ 32,900 * At March 31, 2020 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized (Loss) Unrealized (Loss) VistaGen Therapeutics Inc (VTGN) (b) 287,500 - - 287,500 $ 101,200 - (186,300) Basanite Inc. (BASA) (h) 30,000 - 40,000 - - 10,000 - Totals $ 317,500 $ - $ 40,000 $ 287,500 $ 101,200 $ - $ (186,300 )** * Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was a cumulative unrealized gain on trading securities of $223,349 on these investments. **This amount represents the cumulative unrealized gain as of March 31, 2020, which includes $193,200 for the year ended March 31, 2020. (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 year ended March 31, 2019, there was a realized gain of $125. (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 year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of December 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. (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’s investment in BLINK common stock and warrants had a cost of $191,250, 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 $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) 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 $468,496 (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 gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 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 year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. (f) During the year ended March 31, 2019, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the year ended March 31, 2019, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. (g) During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. (h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). During the year ended March 31, 20120, the Company sold its 400,000 shares for $40,000 ($0.10 per share) recognizing a profit of $10,000. (i) During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. (j) During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. At March 31, 2020, the Company held warrants for AYTU to purchase 5,555 common shares at a strike price of $10.80 with an expiration of March 6, 2023. The strike price and number of shares were adjusted for the August 10, 2018, 1 for 20 reverse stock-split. At March 31, 2020, these warrants were out of the money by $9.30 per share and are not publicly traded, and the Company has not recognized the value of these warrants as they are not liquid. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant for VTGN at a cost of $0.15 each (total value of $37,500). These warrants have a strike price of $0.50 each. As of March 31, 2020, these shares were $0.06 out of the money but since these warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid. In addition to the 250,000 VTGN warrants noted above, at March 31, 2020, the Company currently holds warrants for VTGN 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 March 31, 2020 these warrants were out of the money by $1.06 each. The Company also owns warrants for VTGN to purchase 230,000 shares of common stock at a strike price of $1.50 per share with an expiration of February 28, 2022. On December 4, 2019, VTGN adjusted the strike price of the February 2022 warrants to $0.50 each. These was neither a gain nor loss on the transaction since there is no value recognized by the Company. At March 31, 2020, these warrants were out of the money by $0.06 per share. Since these 550,000 total warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid. The strike price on these options will revert back to $1.50 at December 4, 2021 for all unexercised options. Digital Currency On April 2, 2018, the Company completed a purchase in the Groestlcoin cryptocurrency (Crypto Currency Code: GRS) in the aggregate amount of $8,000 for 11,922.81 units ($0.6569 per unit). 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 triggers the potential recognition of realized gains or losses on the purchase of Groestlcoin. On July 15, 2018, the Company sold all of its 39,862 units of Groestlcoin cryptocurrency converting it into 4.17 units of BTC having a value of $32,230. On August 20, 2018, the Company converted its BTC to gold bullion and silver coins at a value of $26,783. On August 25, 2018, the Company sold all gold and silver commodities held for a sum of $24,046, recognizing a loss on the transaction of $2,737. During the year ended March 31, 2019, had an unrealized loss on digital currency of $3,143 prior to the conversion to the gold and silver. During the year ended March 31, 2020, the Company had no digital currency activity. 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, Cost investments Küdzoo, Inc. On September 4, 2018, the Company invested $15,000 in Küdzoo, Inc. (“Küdzoo”), a privately held company. Küdzoo is the developer of a mobile application that rewards students for their grades and achievements with deals and opportunities. The investment is recorded at cost and represents 0.2% of the value of Küdzoo based on a pre-money valuation of $7,500,000. On March 21, 2019, the Company invested $22,500 in Küdzoo. This investment was recorded at cost and represents 0.22% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. On April 8, 2019, the Company invested another $20,400, which was recorded at cost representing a 0.42% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. The Company tested the investment value for Küdzoo as of March 31, 2019 for impairment. It was noted that the value of the Küdzoo had increased based on recent equity raises in which the Company took part in. As a result of the new equity raises, the Company does not believe there is any impairment of this investment as of December 31, 2019. On April 8, 2019, the Company invested $20,400 in Küdzoo, Inc., in which the Company had previously invested $37,500. The $20,400 investment was recorded at cost representing a 0.2% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. On December l8, 2019, the Company invested $22,000 in Küdzoo, Inc. The $22,000 investment was recorded at cost representing a 0.2% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. On January 6, 2020 and January 24, 2020, the Company invested a total of $25,700 in Küdzoo, Inc. The $25,700 investment was recorded at cost representing a 0.25% of the proportionate interest in the outstanding of the Company after this offering based on a pre-money valuation of $10,200,000. Subsequent to March 31, 2020, the current equity round, the entire valuation under which the Company invested was revalued to a valuation of $7,500,000 and the Company was made whole by a proportionate increase in its equity ownership. As of March 31, 2020, the Company’s adjusted ownership percentage was 1.41%. Serendipity On October 31, 2018, the Company invested $35,000 in Serendipity Brands LLC (dba Serendipity Ice Cream Co.) (“Serendipity”), a privately held Company. Serendipity is an ice cream distribution company providing wholesale distribution to retail customers. The investment was recorded at cost and represents 0.24% of the value of Serendipity based on a pre-money valuation of approximately $14 million. The Company tested the investment value for Serendipity as of March 31, 2020 for impairment. It was noted that the value of the company has maintained its value through reviews of their financial performance, therefore, the Company does not believe there is any impairment of this investment as of March 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 13 – FAIR VALUE MEASUREMENTS The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2020 and 2019: March 31, 2020 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 101,200 $ - $ - $ 101,200 Cost method investment – Küdzoo $ - $ - $ 105,600 $ 105,600 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 March 31, 2019 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 350,400 $ - $ - $ 350,400 Cost method investment – Küdzoo $ - $ - $ 37,500 $ 37,500 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 |
Concentrations
Concentrations | 12 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 14 – CONCENTRATIONS During the year ended March 31, 2019, we have one supplier for 100% of our product who is also the manufacturer of Tauri-Gum TM During the year ended March 31, 2020, we have one supplier for our Tauri-Gum TM For the years ended March 31, 2020, two customers accounted for 41.20% of product sales from continuing operations. For the year ended March 31, 2019, one customer accounted for 97% of product sales from continuing operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Subsequent to March 31, 2020, the Company issued additional shares of Common Stock as follows: (i) 6,000,000 restricted shares of common stock in a private placement purchased by accredited individual investors for cash of $191,000 ($0.0318 per share); (ii) 1,000,000 shares of restricted common stock were issued to consultants for services rendered (iii) 525,000 shares of restricted common stock for commitment shares relative to convertible notes issued and (iv) 20,009,621 shares of restricted common stock in conversion of convertible notes issued by us of $370,000 and accrued interest of $26,841, (v) 5,000,000 shares of restricted common stock were issued in conjunction with the collaboration agreement with Aegea Biotechnologies Inc. and (vi) 5,750,000 registered shares of our Common Stock were issued under the Investment Agreement with Tangiers. See description of our stock issuances in this annual report beginning on page F-40, and as otherwise described in this annual report in more detail through the description of the applicable agreements pursuant to which we have issued these securities. Collaboration Agreement with Aegea Biotechnologies Inc. On April 3, 2020, Tauriga Sciences, Inc. entered into a collaboration agreement (“Collaboration Agreement”) with Aegea Biotechnologies Inc. (“Aegea”), for the purpose of developing a Rapid, Multiplexed Novel Coronavirus (COVID-19) Point of Care Test with Superior Sensitivity and Selectivity (the “SARS-Col 2 Test”). The parties believe that the benefits of the SARS-CoV-2 Test are as follows: a Rapid SARS-CoV-2 test with the sensitivity and specificity to eliminate false negatives and false positives, and with the ability to detect and measure viral shed, even in patients who are asymptomatic. This SARS-CoV-2 test would use Aegea’s patented technologies, including Selector Technology - is this described anywhere here? If not, delete], to take coronavirus testing to the next level by differentiating different strains of SARS-CoV-2. The test, if successful, would be adaptable to additional SARS-CoV-2 strain types as necessary and as the virus mutates. It also has the possibility to be rapidly be customized to provide similarly sensitive and specific assays for other viruses. The Company has committed to raise funding for the purposes set forth in under the Collaboration Agreement from its $5,000,000 Equity Line of Credit (“ELOC”) beginning on March 16, 2020. Seventy percent (70%) of the Net Proceeds from the sale of the initial 10,000,000 shares of stock of Tauriga under the ELOC will be invested in Aegea for the development of the Covid Test and used to purchase shares of common stock of Aegea, at a purchase price of $4.00 per share. Pursuant to the amended terms of the Collaboration Agreement, following the initial sale of 10,000,000 shares of our common stock under the ELOC, twenty percent (20%) of all subsequent net proceeds from the sale of shares under the ELOC shall be used to purchase additional shares of common stock of Aegea at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. The valuation will be reassessed and reset by the parties after the first $2,000,000 of Tauriga’s investment is received by Aegea. In addition, as part of our agreement with Aegea, On May 26, 2020, Tauriga also issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. The Collaboration Agreement commence upon signing and will continue indefinitely, unless amended or terminated by mutual written agreement of the parties. As of this report date and subsequent to the balance sheet date, the Company has invested $183,443 in exchange for 45,861 shares of Aegea ($4.00 per share). Convertible Notes GS Capital, LLC On April 17, 2020, the Company entered into a one year 8% $55,000 convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement (“GS Note”). The GS Note has a maturity date of April 17, 2021 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on April 17, 2020). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days after entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company’s stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this Note (the “Share Reserve”) within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company issued to the noteholder 150,000 shares of its restricted common stock as debt commitment shares valued at $5,000 ($0.03 per share). Adar Alef, LLC On April 30, 2020, the Company entered into securities purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 for OID and $2,200 in legal fees. The note has a maturity date of April 30, 2021. The face value amount 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 65% 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 20 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 55% instead of 65% 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. During the first 6 months following the Issuance Date, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the conversion Price described above shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 7,736,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. This Note may not be prepaid after the 6-month anniversary of the issuance date. Tangiers Global, LLC On May 8, 2020, the Company effectuated a six-month fixed convertible promissory note with Tangiers Global, LLC with a total face value of $102,500 containing an original issue discount of $2,500. On May 8, 2020, the Company received funds in the amount of $50,000 and recognized original issue discount of $1,250. This note matures on November 8, 2020 and bears an annual interest rate of 5%. This note has a fixed conversion price of $0.03 per share. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock three times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company’s Common Stock during the 15 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 30% to 45%. Tangiers may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. In the “Event of Default”, defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (v) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its “filing” obligations under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Tangiers with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float within 1 Trading Day of request by Tangiers; (xii) failure by the Company to maintain the Required Reserve; (xiii) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Tangiers of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Tangiers or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Tangiers of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers’s election, immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 20% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Tangiers need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Tangiers may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Tangiers at any time prior to payment hereunder and the Tangiers shall have all rights as a Tangiers of the note until such time, if any, as the Tangiers receives full payment. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Convertible Notes – Other On June 29, 2020, the Company fully paid and retired the Odyssey Funding, LLC dated December 18, 2019 having principal of $100,000 and accrued interest in the amount of $4,252. This note included a prepayment penalty in the amount of $45,748. The share reserve of 22,084,000 shares was released upon satisfaction of the note and returned to treasury. Investment – Küdzoo, Inc. Concerning the Company’s Investment in Küdzoo, Inc. of $105,600, subsequent to March 31, 2020, the current equity round, the entire valuation under which the Company invested was revalued to a valuation of $7,500,000 and the Company was made whole by a proportionate increase in its equity ownership. As of March 31, 2020, the Company’s adjusted ownership percentage was 1.41%. Firstfire Global Opportunities, LLC On May 18, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with Firstfire Global Opportunities Fund, LLC (“Firstfire”) pursuant to a convertible promissory note in the principal amount of $88,333, having an original issue discount in the amount of $8,833. On May 24, 2020, the Company received funds in the amount of $75,000 after the deduction of legal fees in the amount of $4,500. This note bears an annual interest rate of 8%. Any principal amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) fifteen percent (15%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Holder shall have the right, at any time on or after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest into fully paid and non-assessable shares of Common Stock. In no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding shares of Common Stock. The per share conversion price into which Principal Amount and interest under this Note shall be convertible into shares of Common Stock hereunder shall be equal to 65% multiplied by the average of the two (2) lowest volume weighted average prices of the Common Stock during the fifteen (15) consecutive Trading Day period immediately preceding the date of the respective conversion. The borrower covenants that at all times until the Note is satisfied in full, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 8,500,000 shares of Common Stock or (b) the sum of the number of Conversion Shares issuable upon the full conversion of this Note multiplied by (ii) three and a half (3.5). At any time after the Issue Date, (i) if in the case that the borrower’s Common Stock is not deliverable by DWAC, (ii) if the borrower ceases to be a reporting company pursuant or subject to the Exchange Act, (iii) if the borrower loses a market for its common Stock, (iv) if the borrower fails to maintain its status as “DTC Eligible” for any reason, (v) if the Conversion Price is less than one cent ($0.01), (vi) if the Note cannot be converted into free trading shares on or after six months from the Issue Date, (vii) if at any time the borrower does not maintain or replenish the Reserved Amount (as defined herein) within three (3) business days of the request of the Holder, (viii) if the borrower fails to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, (ix) if the borrower fails to comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, the requirements for XBRL filings, the requirements for disclosure of financial statements on its website, (x) if the borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder, (xi) if OTC Markets changes the borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign), (xii) the restatement of any financial statements filed by the borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement, (xiii) any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days, and/or (xiv) the borrower loses the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2), and/or (xv) if the Holder is notified in writing by the Company or the Company’s transfer agent that the Company does not have the necessary amount of authorized and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to a Conversion Notice, then in addition to all other remedies under this Note (including but not limited the default provisions provided in this Note), the Holder shall be entitled to increase, by 15% for each occurrence, cumulative or otherwise, the discount to the Conversion Price shall apply for all future conversions under the Note. The Holder maintains the option and sole discretion to increase by Ten Thousand and No/100 United States Dollars ($10,000) per each occurrence described above (under Holder’s and borrower’s expectation that any principal amount increase will tack back to the Issue Date) the principal amount of the Note instead of applying further discounts to the Conversion Price. At any time prior to or as of the earlier of the (i) the first conversion date and (ii) the 180th calendar day after the issue date, the borrower shall have the right to prepay the outstanding principal amount and interest then due under this note. If the borrower exercises its right to prepay the note at any time within the initial 30 calendar days following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. If the borrower exercises its right to prepay the note at any time from the 31st calendar day through the 60th calendar day following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. If the borrower exercises its right to prepay the note at any time from the 61st calendar day through the 120th calendar day following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 135% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. If the borrower exercises its right to prepay the note at any time from the 121st calendar day through the 180th calendar day following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 140% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. It shall be considered an event of default if any of the following events shall occur: (a) Failure to Pay Principal or Interest; (b) the borrower fails to issue conversion shares to the holder upon exercise by the holder of the conversion rights; (c) the borrower breaches any material agreement, covenant or other material term or condition contained in the purchase agreement, this note, the irrevocable transfer agent instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith; (d) any representation or warranty of the borrower made in the purchase agreement, this note, the irrevocable transfer agent instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect; (e) the borrower or any subsidiary of the borrower shall make an assignment for the benefit of creditors; (f) any money judgment, writ or similar process shall be entered or filed against the borrower or any subsidiary of the borrower or any of its property or other assets for more than $100,000; (g) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the borrower or any subsidiary of the borrower; (h) delisting of common stock; (i) failure to comply with the reporting requirements of the 1934 Act and/or the borrower shall cease to be subject to the reporting requirements of the 1934 Act; (j) any dissolution, liquidation, or winding up of borrower or any substantial portion of its business; (k) cessation of operations; (l) failure by borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business; (m) financial statement restatement from two years prior to the issue date of this note and until this note is no longer outstanding, whereby the restatement, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the holder with respect to this note or the purchase agreement; (n) the borrower effectuates a reverse split of its common stock without twenty (20) days prior written notice to the holder; (o) replacement of transfer agent whereby the borrower fails to provide, prior to the effective date of such replacement, a fully executed irrevocable transfer agent instructions in a form as initially delivered pursuant to the SPA; (p) the DTC places a “chill” on any of the borrower’s securities (q) any court of competent jurisdiction issues an order declaring this note, the SPA or any provision hereunder or thereunder to be illegal; (r) the common stock is not eligible for trading through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian Upon the occurrence and during the continuation of any event of default become immediately due and payable and the borrower shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to the principal amount then outstanding plus accrued interest through the date of full repayment multiplied by 150%. holder may, in its sole discretion, determine to accept payment part in common stock and part in cash. If a breach occurs as a result of the unavailability of Rule 144, failure to comply with the 1934 Act or the borrower fails to issue conversion shares. occurs or is continuing after the six (6) month anniversary of the issue date, then the holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for any conversion hereunder. Tangiers Global, LLC On June 24, 2020, the Company effectuated a six-month fixed convertible promissory note with Tangiers Global, LLC with a total face value of $210,000 containing an original issue discount of $10,000. On June 26, 2020, the Company received funds in the amount of $200,000 and recognized original issue discount of $10,000. This note matures on December 24, 2020 and bears an interest rate of 8%, guaranteed. This note has a fixed conversion price of $0.03 per share. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock three times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company’s Common Stock during the 15 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 30% to 45%. Tangiers may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. In the “Event of Default”, defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (v) any representation or warranty of the Company i |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, its wholly-owned subsidiary Tauriga Pharma Corp. (f/k/a Tauriga Biz Dev Corp – or “Tauriga BDC” and referenced herein as Tauriga BDC for contextual purposes only in describing the Blink contractual arrangement) and Tauriga Sciences Limited. All intercompany transactions have been eliminated in consolidation. As of March 31, 2020, there is no activity in any of the Company’s subsidiaries other than Tauriga Pharma Corp. holding the electric car chargers and the leasehold interest in Tauriga Sciences Limited. |
Segment Information | Segment Information The Company is planning to adopt provisions of ASC 280-10 Segment Reporting, |
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 BDC, entered into an independent sales representative agreement with Blink to be a non-exclusive independent sales representative. Under the agreement with Blink, the Company may solicit orders from potential customers for EV charging station placement. Tauriga BDC will be compensated upon contracting for so long as the Company’s acquired prospect remains under contract. This sales agreement is a three-tier model based on whether Tauriga BDC contracts the new customer to purchase equipment outright from Blink or enter into one of two revenue-sharing agreements. In the case Tauriga BDC 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 BDC secures a revenue sharing agreement with a customer where Blink remains the owner, Tauriga BDC 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 remainder of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner will pay for the cost of providing power to these unit as well as installation costs. As of March 31, 2020, the Tauriga BDC has not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. The Company recognizes revenue upon the satisfaction of the performance obligation. The Company considers the performance obligation met upon shipment of the product or delivery of the product. For ecommerce orders, the Company’s products are shipped by a fulfillment company and payment is made in advance of shipment either through credit card or PayPal. The Company also delivers the product to its customers that they market to in the metropolitan New York Tri-State area that are not covered under any existing distribution agreements. The Company generally collects payment within 30 to 60 days of completion of its performance obligation, and the Company has no agency relationships. The Company recognized revenue from operations in the amount of $234,389 during the year ended March 31, 2020 compared to no revenue for the same period in the prior year. All revenue is from the sale of the Company’s Tauri-Gum TM The Company recognized no revenue from discontinued operations during the year ended March 31, 2020 which was related to the sales of the HERMAN® lip balm product. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts, which includes sales returns, sales allowances and bad debts. The allowance adjusts the carrying value of trade receivables for the estimate of accounts that will ultimately not be collected. An allowance for doubtful accounts is generally established as trade receivables age beyond their due dates, whether as bad debts or as sales returns and allowances. As past due balances age, higher valuation allowances are established, thereby lowering the net carrying value of receivables. The amount of valuation allowance established for each past-due period reflects the Company’s historical collections experience, including that related to sales returns and allowances, as well as current economic conditions and trends. The Company also qualitatively establishes valuation allowances for specific problem accounts and bankruptcies, and other accounts that the Company deems relevant for specifically identified allowances. The amounts ultimately collected on past-due trade receivables are subject to numerous factors including general economic conditions, the financial condition of individual customers and the terms of reorganization for accounts exiting bankruptcy. Changes in these conditions impact the Company’s collection experience and may result in the recognition of higher or lower valuation allowances. At March 31, 2020, the Company has established an allowance for doubtful accounts in the amount of $64,146. |
Sales Refunds | Sales Refunds The Company’s refund policy allows customers to return product for any reason except where the customer does not like the taste of the product. The customer has 30 days from the date of purchase to initiate the process. Returns are limited to one return or exchange per customer. Only purchases up to $100 qualify for a refund. Approved return/refund requests are typically processed within 1-2 business days. For product purchases made through a Tauri-Gum TM |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At March 31, 2020, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. At March 31, 2020 and 2019, the Company had a cash balance of $5,348 and $385,943, respectively. The Company’s does not expect, in the near term, for its cash balance to exceed the total FDIC insurance limit of $250,000 for other than very short periods of time where the Company would use such cash in excess of insurance in the very short-term in operating activities. 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 evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of March 31, 2020 and 2019. |
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 as well as publicly traded warrants of these companies should there be a market for them. 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 income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other income or loss. |
Investment - Cost Method | Investment – Cost Method Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320. As of March 31, 2020, the Company has not impaired any of their cost method investments. |
Inventory | Inventory Inventory consists of finished goods in salable condition stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged and 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 e-commerce sales is paid by the customer upon ordering for orders of single packs of Tauri-Gum TM TM TM |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. |
Intangible Assets | Intangible Assets Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition. |
Net Loss Per Common Share | Net Loss Per Common Share The Company computes per share amounts in accordance with 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. |
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 it’s 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 $6,923 and $13,924 for the years ended March 31, 2020 and 2019, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-Gum TM |
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 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. |
Share Settled Debt | Share settled debt The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement to be carried at fair value unless other accounting guidance specifies another measurement attribute. The Company has determined that ASC 835-30 is the appropriate accounting guidance for the share-settled debt, which is what was done by setting up the debt discount which is to be amortized to interest expense over the term of the instrument. Amortization of discounts are to be amortized using the effective interest method over the term of the note. ASC 480-10-25-14 requires liability accounting for (1) any financial instrument that embodies and unconditional obligation to transfer a variable number of shares or (2) a financial instrument other than an outstanding share that embodies a conditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on any of the following: 1. A fixed monetary amount known at inception (e.g. stock settled debt); 2. Variations in something other than the fair value of the issuer’s equity shares (e.g. a preferred share that will be settled in a variable number of common shares with tits monetary value tied to a commodity price); and 3. Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves inversely to the value of the issuer’s shares (e.g. net share settled written put options, net share settled forward purchase contracts). Notwithstanding the fact that the above instruments can be settled in shares, FASB concluded that equity classification is not appropriate because instruments with those characteristics do not expose the counterparty to risks and rewards similar to those of an owner and, therefore do not create a shareholder relationship. The issuer is instead using its shares as the currency to settle its obligation. The Company has multiple notes that contain discount provisions whereby the holder can exercise conversion rights at a discount to the market price for a 15 or 20 day trailing period based on the market volume average weighted price. ASC 470-20 defines this as a beneficial conversion feature which that shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value, not to exceed the face value of the note, to additional paid in capital. This segmented value, is to be amortized using the effective interest method over the term of the note. |
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 March 31, 2020. |
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 February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) The new guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company has adopted this standard as of April 1, 2019 (See Note 7). There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial position or operating results. |
Subsequent Events | Subsequent Events In accordance with ASC 855 “ Subsequent Events |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation Revenue | The following table disaggregates the Company’s revenue by major source for the years ended March 31: 2020 2019 Revenue: Distributor $ 62,441 $ 1,000 E-Commerce 34,439 794 Wholesale 137,509 2,340 $ 234,389 $ 57,134 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory value by product as of: March 31, 2020 March 31, 2019 Tauri-Gum TM $ 120,481 $ 10,872 Tauri-Gummies TM 4,029 - Collagen/Omega-3 Gummies (1) 2,425 - Other (2) 1,776 - Total Inventory $ 128,710 $ 10,872 (1) This segment of inventory is stock that was purchased in conjunction with Resale Agreement with OG Laboratories, LLC (2) Other inventory consists of holiday pouches sold as a bundled of Tauri-Gum TM |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | The Company had no revenue or expenses from discontinued operations during the year ended March 31, 2020. TAURIGA SCIENCES, INC. AND SUBSIDIARY BALANCE SHEETS FROM DISCONTINUED OPERATIONS March 31, 2020 March 31, 2019 Assets from discontinued operations $ - $ 581 Liabilities from discontinued operations $ - $ 5,522 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment is as follows: March 31, 2020 March 31, 2019 Estimated Life Computers, office furniture and other equipment $ 69,638 $ 69,808 3-5 years Less: accumulated depreciation (56,160 ) (56,798 ) Net $ 13,478 13,010 |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Maturity of Operating Lease Liability | Maturity of Operating Lease Liability for fiscal year ended March 31, 2021 $ 13,891 2022 $ 8,933 Total lease payments $ 22,824 |
Schedule of Operating Lease Cost | The following chart shows the Company’s operating lease cost for the years ended March 31, 2020 and 2019: For the year ended 2020 2019 Amortization of right of lease asset $ 13,233 $ - Lease interest cost 1,666 - Total Lease cost $ 14,898 $ - |
Schedule of Operating Lease Liability | The following chart shows the Company’s operating lease liability at March 31, 2020. Discounted Operating Lease liability at inception - December 1, 2017 $ 27,050 Lease modification - September 1, 2019 26,093 Lease modification adjustment- September 1, 2019 (200 ) Financing cost 1,666 Less of lease payments made (31,354 ) Cumulative effect of adoption of ASC 842 (430 ) Operating lease liability at March 31, 2020 22,824 Less Lease Liability current portion (13,891 ) Lease Liability - net current portion at March 31, 2020 $ 8,933 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Convertible Notes | Notes payable and convertible notes consisted of the following as of: March 31, 2020 March 31, 2019 Alternative Strategy Partners PTE Ltd. (a) - 90,000 GS Capital Partners LLC - Oct 2018 (b) - 180,000 GS Capital Partners LLC - Mar 2019 (c) 175,000 300,000 GS Capital Partners LLC - May 2019 (d) - - GS Capital Partners LLC - Jun 2019 (e) 60,000 - Jefferson Street Capital LLC - Jul 2019 (f) - - Adar Alef, LLC - Aug 2019 (g) - - Odyssey Funding, LLC - Sep 2019 (h) 80,000 - BHP Capital NY Inc. - Oct 2019 (i) 55,000 - Tangiers Global, LLC - Nov 2019 (j) 137,500 - Odyssey Funding, LLC - Dec 2019 (k) 100,000 - Jefferson Street Capital LLC - Dec 2019 (l) 55,000 - BHP Capital NY Inc. - Jan 2020 (m) 44,000 - ADAR Alef, LLC - Jan 2020 (n) 44,000 - GS Capital LLC - Jan 2020 (o) 110,000 - Tangiers Global, LLC - Feb 2020 (p) 65,000 - Crown Bridge Partners, LLC - Feb 2020 (q) 55,000 - ADAR Alef, LLC - Mar 2020 (r) 44,000 - Tangiers Global, LLC - Mar 2020 (s) 43,050 - Total notes payable and convertible notes $ 1,067,550 $ 570,000 Less - note discounts (482,416 ) (356,125 ) Less - current portion of these notes (585,134 ) (213,875 ) Total notes payable and convertible notes, net discounts $ - $ - (a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing an interest rate of 11.50% per annum (the “ASP Loan”). 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 Alternative Strategy Partners PTE Ltd. (“ASP”) to compensate a consultant. The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm Eishin, Inc. (“Eishin”), but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company had been in dispute with the noteholder about the amount owed, and the Company had not recorded this liability as of December 31, 2018 or March 31, 2018. On May 29, 2019, the Company and ASP consummated the retirement of the ASP Loan. The Company did not pay cash or issue any securities in connection with the termination of the ASP Loan, and instead the Company agreed to transfer and assign to ASP all right, title and interest it has or may have in securities of Eishin. Since the Eishen rights were not valued on the Company’s balance sheet, the $113,468 liability (at the time of settlement) has been removed from the Company’s balance sheet, as is reflected in the Company’s financial statement as a gain on extinguishment of debt in the amount of $113,467 during the nine months ended December 31, 2019. (b) On October 25, 2018, the Company entered into a one year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC (“GS Capital”). The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital. The face value of this note 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. 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. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital 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. During the nine months ended December 31, 2019, GS Capital fully converted $180,000 of principal and $11,248 of accrued interest into 7,410,229 shares of common stock. (c) On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital, with a maturity date of March 13, 2020. The GS Capital Note carried a $20,000 original issue discount (OID) and, as such, the initial net proceeds to the Company was $280,000. In connection with this agreement, the Company was obligated to issue 750,000 commitment shares having a value of $142,500 ($0.19 per share) which is reflected as interest expense in the Company’s consolidated statement of operations during the year ended March 31, 2019. These shares were issued on June 20, 2019. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock at a price for each share of Common Stock equal to 68% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the fifteen (15) prior trading days. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the full-face value of the note which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. At December 31, 2019, this note had accrued interest of $19,200. Also, in conjunction with this note, the 213,334 five-year cashless warrants, associated with the June 27, 2017, $80,000 5% one-year note were fully cancelled. During the year ended March 31, 2020, the noteholder converted $125,000 of principal and $9,789 of accrued interest into 5,157,806 shares of the Company’s common stock ($0.0261 per share). Subsequently, the noteholder converted the remaining $175,000 of principal and $16,132 of accrued interest into 9,315,448 common shares ($0.0205 per share). At March 31,2020, this note had accrued interest of $14,718. (d) On May 24, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of May 23, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on May 24, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 3,327,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the “Share Reserve”) and was required to maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. At December 31, 2019, GS Capital fully converted $60,000 of principal and $2,670 of accrued interest, and 4,327,198 shares then in reserve were cancelled and placed back into the Company’s treasury. (e) On June 21, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of June 21, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on June 21, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this decrease. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 56% instead of 66% while that “Chill” is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day if the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company’s stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 2,650,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the “Share Reserve”) and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. As of March 31, 2020, this note had accrued interest of $3,735. On June 3, 2020, the noteholder converted the entire $60,000 of principal and $4,937 of accrued interest into 3,162,115 shares of common stock ($0.0205 per share). (f) On July 22, 2019, the Company and Jefferson Street Capital, LLC (“Jefferson Street”) consummated entry into a Securities Purchase Agreement where the Company has borrowed $55,000 ($50,000 with original issuance discount reflected) at 10% annual interest under a term of nine-months in the form of a convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 250,000 commitment shares having a value of $10,500 ($0.042 per share, the closing price of our common stock on the day preceding the note) which was reflected as interest expense in the Company’s consolidated statement of operations during the three months ended December 31, 2019. The restricted stock was valued at the closing price on July 22, 2019. Legal fees of $2,000 were deducted from cash proceeds of the note payable to investor’s counsel, and a $5,000 original issue discount recognized. The Company received cash proceeds of $48,000 at closing. Under the Jefferson Street note, the Company reserved 15,000,000 shares of its common stock, The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the lowest volume weighted average price for the Company’s common stock during the previous fifteen trading day period as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, including the day upon which a notice of conversion is received by the Company. Upon an event of default (as defined and described in the note), among other default penalties, the Company shall pay the Default Amount (as defined in the agreement) as well as incur annual interest at a default interest rate of 24% per annum. In consideration of Jefferson Street loaning the Company the proceeds under this note, the Chief Executive Officer had personally guaranteed the repayment of the outstanding principal amount, accrued and unpaid interest until such time that the Company had satisfied its share reserve requirement under the note. As of December 31, 2019, this note had accrued interest of $2,441. On January 23, Jefferson converted $27,500 of principal and accrued interest in the amount of $1,375 into 1,339,031 shares of restricted stock of the Company ($0.0219 per share). The Company repaid the remaining balance of $27,500 of the Jefferson Street Note including accrued interest and prepayment premium of $10,904. As a result, the Jefferson Street Note is now fully repaid and retired and no further obligations or remuneration is due and owing thereunder. (g) On August 12, 2019, the Company received $47,500 net proceeds for the second of two notes (the “Back-End Note”) under a December 20, 2018 security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. Both notes were for $55,000 and had funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The first note was previously funded on December 24, 2018 and was fully converted on March 18, 2019. The Back-End Note was initially paid for by an offsetting promissory note issued by Adar Alef, LLC to the Company (the “Note Receivable”). The terms of the Back-End Note required cash funding prior to any conversion thereunder. The Note Receivable was due December 20, 2019, unless certain conditions were not met, in which case both the Back-End Note and the Note Receivable may both have been cancelled. The Back-End Note has a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under 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 60% 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 20 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 50% instead of 60% 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. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. This Back-End Note may not be repaid. The note holder may redeem this note at any time after the first six months. As of December 31, 2019, this note had accrued interest of $2,125. Effective December 20, 2019, it was mutually agreed to extend the maturity date of this note to September 20, 2020. On February 12, 2020, $15,000 of note principal was converted into 554,324 common shares ($0.0271 per share). (h) On September 13, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Funding, LLC (“Investor”) pursuant to the terms of a Securities Purchase Agreement (the “Odyssey Note”). The Odyssey Note has a maturity date of September 13, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 64% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this decrease. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 54% instead of 64% while that “Chill” is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Investor and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor. During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to the Investor an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Note along with any accrued interest, and (iii) if the redemption is after the 120 th th (i) On October 17, 2019, the Company entered into a Convertible Promissory Note (“BHP Note”), bearing an interest rate of 10% per annum, pursuant to a Securities Purchase Agreement with BHP Capital NY, Inc. dated October 7, 2019. The BHP Note has a maturity date of July 3, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on October 8, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. The Borrower is required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt. If delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash. The Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest) paying the holder the amounts as follows: : (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The BHP Note may not be redeemed after 180 days. Upon an event of default, among other default provisions set forth in the BHP Note, (i) interest shall accrue at a default interest rate of 24% per annum, (ii) Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, (iii) Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act, (iv) bankruptcy, (v) cessation of operations, (vi) liquidation, (vii) restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement, and (viii) breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default. In the event of default due to restatement, failure to comply with the Exchange act, delisting from exchange or cross default the borrower must pay 150% times the sum the then outstanding principal amount of this Note plus (x) accrued and unpaid interest. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor, the Borrower will provide the Holder with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions. In the event the Holder determines that the terms of the subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms of the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder, the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the instruments evidencing the subsequent investment. On October 16, 2019, the Company issued 250,000 commitment shares to noteholder, BHP Capital NY, Inc. pursuant to the BHP Note. The shares had a value of $9,750 ($0.039 per share) which was recorded as interest expense on the Company’s consolidated balance sheet. As of March 31, 2020, this note had accrued interest in the amount of $2,501. Upon full conversion or repayment of this BHP note, any shares remaining in the Share Reserve shall be cancelled. (j) On November 7, 2019, the Company effectuated a nine-month convertible promissory note with Tangiers Global, LLC (the “Tangiers Note”). The Company received funds in the amount of $125,000 after reduction of the Original Issue Discount of $12,500. The $137,500 face value note matures on August 5, 2020 and bears and interest rate of 10%, guaranteed. The Note holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangiers Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 34% to 44%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the Conversion Price discount will be increased by 5%, i.e., from 34% to 39%. In the case of both, the Conversion Price discount shall be a cumulative increase of 15%, i.e., from 34% to 49%. Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 34% to 44%, in the Conversion Price discount in addition to any and all other Conversion Price discounts, as provided above. Any conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 2 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. During the first 180 calendar days that the Tangiers Note is in effect, the Company may redeem the note by paying to the note holder Investor an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Tangiers Note after the 180th day from entering into it without written approval by the noteholder. If the Company fails to deliver shares in accordance with the timeframe stated, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. Upon an event of default, among other default provisions set forth in the Tangiers Note (i) interest shall accrue at a default interest rate of lesser of 20% per annum or the maximum rate permitted under applicable law; (ii) after the occurrence of an Event of Default that results in the eventual acceleration of this Note, an additional 10% increase to the Conversion Price discount will go into effect; (iii) a default in the timely issuance of underlying shares in excess of any conversion not delivered prior to 20 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company shall be considered in default and subject to a mandatory default amount commencing 5 days after the occurrence the following but not limited to: (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares upon, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (viii) failure of the Company to remain in good standing under the laws of its state of domicile; (ix) failure by the Company to maintain the Required Reserve in accordance with the term; (x) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xi) any delisting from a Principal Market for any reason; (xii) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xiii) any trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xiv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely ful |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The following table summarizes warrant activity for the years ended March 31, 2020 and 2019: Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2018 1,433,611 $ 1.06 3.02 Years $ — Granted — — — Expired (223,335 ) 0.2843 Exercised — — Canceled — — Outstanding and exercisable March 31, 2019 1,210,276 $ 1.2 1.28 Years $ — Granted — — — Expired (488,011 ) 0.75 Exercised — — Canceled — — Outstanding and exercisable March 31, 2020 722,265 $ 1.50 0.83 Years $ — |
Schedule of Stock Options Activity | The following table summarizes option activity for the years ended March 31, 2020 and 2019: Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at March 31, 2018 133,334 $ 7.50 3.85 Years $ — Granted — — Expired — — Exercised — — Outstanding at March 31, 2019 133,334 $ 7.50 2.85 Years $ — Granted — — Expired — — Exercised — — Outstanding and exercisable March 31, 2020 133,334 $ 7.50 1.85 Years $ — |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31, 2020 and 2019: March 31, 2020 March 31,2019 Federal income taxes at statutory rate 21.00 % 21.00 % State income taxes at statutory rate 0.00 % 0.00 % Temporary differences 2.42 % 1.48 % Permanent differences (0.87 )% 0.24 % Impact of Tax Reform Act 0.00 % (167.44 )% Change in valuation allowance (22.55 )% 144.72 % Totals 0.00 % 0.00 % |
Schedule of Deferred Tax Assets | As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of March 31, 2020 March 31, 2019 Deferred tax assets: Net operating losses before non-deductible items $ 4,269,938 $ 3,685,807 Loss on disposal of fixed assets 613 355 Stock-based compensation 329,214 209,591 Unrealized gains or losses on investments (50,290 ) (4,258 ) Total deferred tax assets 4,599,765 3,891,495 Less: Valuation allowance (4,599,765 ) (3,891,495 ) Net deferred tax assets $ - $ - |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment in Trading Securities | Investment in Trading Securities: At March 31, 2019 Company Beginning Purchases Sales End of Fair Realized Unrealized Green Innovations Ltd (GNIN)* (a) $ - - $ - $ - $ - $ - $ - VistaGen Therapeutics Inc (VTGN) (b) 490,117 349,498 (517,485 ) 287,500 294,400 (34,630 ) 6,900 Blink Charging Co (BLNK) (c) 190,350 151,666 (367,142 ) - - 25,126 - Blink Charging Co (BLNKW) (Warrants) (c) 900 162,215 (468,496 ) - - 305,381 - Aytu BioScience Inc (AYTU) (d) 82,270 100,030 (144,094 ) - - (38,206 ) - Lightbridge Corp. (LTBR) (e) 37,511 299,028 (276,159 ) - - (60,380 ) - Pulmatrix Inc. (PULM) (f) - 204,802 (183,737 ) - - (21,065 ) - Axovant Sciences Ltd. (AXON) (g) - 103,938 (98,433 ) - - (5,505 ) - Basanite Inc. (BASA) (h) - 42,998 (10,821 ) 30,000 56,000 (2,177 ) 26,000 Achieve Life Sciences (ACHV) (i) - 177,356 (112,221 ) - - (65,135 ) - Decision Diagnostics (DECN) (j) - 20,479 (16,893 ) - - (3,586 ) - Totals $ 801,148 $ 1,612,010 $ (2,195,481 ) $ 317,500 $ 350,400 $ 99,823 $ 32,900 * At March 31, 2020 Company Beginning of Period Cost Purchases Sales Proceeds End of Period Cost Fair Value Realized (Loss) Unrealized (Loss) VistaGen Therapeutics Inc (VTGN) (b) 287,500 - - 287,500 $ 101,200 - (186,300) Basanite Inc. (BASA) (h) 30,000 - 40,000 - - 10,000 - Totals $ 317,500 $ - $ 40,000 $ 287,500 $ 101,200 $ - $ (186,300 )** * Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was a cumulative unrealized gain on trading securities of $223,349 on these investments. **This amount represents the cumulative unrealized gain as of March 31, 2020, which includes $193,200 for the year ended March 31, 2020. (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 year ended March 31, 2019, there was a realized gain of $125. (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 year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of December 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. (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’s investment in BLINK common stock and warrants had a cost of $191,250, 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 $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) 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 $468,496 (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 gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 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 year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. (f) During the year ended March 31, 2019, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the year ended March 31, 2019, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. (g) During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. (h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). During the year ended March 31, 20120, the Company sold its 400,000 shares for $40,000 ($0.10 per share) recognizing a profit of $10,000. (i) During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. (j) During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2020 and 2019: March 31, 2020 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 101,200 $ - $ - $ 101,200 Cost method investment – Küdzoo $ - $ - $ 105,600 $ 105,600 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 March 31, 2019 Level 1 Level 2 Level 3 Total Assets Investment-trading securities $ 350,400 $ - $ - $ 350,400 Cost method investment – Küdzoo $ - $ - $ 37,500 $ 37,500 Cost method investment – Serendipity Brands $ - $ - $ 35,000 $ 35,000 |
Basis of Operations (Details Na
Basis of Operations (Details Narrative) | Apr. 03, 2020USD ($)$ / sharesshares | Mar. 05, 2020USD ($)shares | Jan. 21, 2020USD ($)shares | May 11, 2019 | Apr. 30, 2019shares | Apr. 08, 2019USD ($)shares | Apr. 02, 2019USD ($)shares | Jan. 12, 2019shares | Jun. 29, 2018 | Aug. 01, 2017USD ($) | Jun. 29, 2020USD ($)shares | Jun. 25, 2020USD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019shares | Aug. 01, 2019shares | Jul. 26, 2019shares | Dec. 22, 2016 |
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||
Common stock, shares authorized | shares | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 100,000,000 | ||||||||||||||
Value of shares issued during period | $ 143,420 | $ 301,200 | |||||||||||||||||
Debt conversion | 218,460 | 21,000 | |||||||||||||||||
Variable annual fee, percentage | 0.07 | ||||||||||||||||||
Sales revenue | $ 57,134 | 234,389 | 57,134 | ||||||||||||||||
Gross profit | 20,006 | 37,212 | 20,006 | ||||||||||||||||
Working capital deficit | 334,832 | ||||||||||||||||||
Marketable securities | $ 350,400 | $ 101,200 | 350,400 | ||||||||||||||||
Ownership [Member] | |||||||||||||||||||
Percentage of membership interest | 0.42% | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Common stock, shares authorized | shares | 100,000,000 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Common stock, shares authorized | shares | 400,000,000 | ||||||||||||||||||
Percentage of membership interest | 20.00% | ||||||||||||||||||
Share-based Payment Arrangement [Member] | |||||||||||||||||||
Common stock, shares reserved for future issuance | shares | 250,000 | ||||||||||||||||||
E&M Distribution Agreement [Member] | |||||||||||||||||||
Payment received from delivery of product | $ 54,000 | ||||||||||||||||||
Restricted common stock issued during period | shares | 1,000,000 | ||||||||||||||||||
One time cash payment | $ 125,000 | ||||||||||||||||||
South Florida Region Distribution Agreement [Member] | |||||||||||||||||||
Restricted common stock issued during period | shares | 450,000 | ||||||||||||||||||
Cash stipend | $ 10,000 | ||||||||||||||||||
Cash stipend paid | $ 6,000 | ||||||||||||||||||
SKL Distribution Agreement [Member] | |||||||||||||||||||
Agreement expiration date | Apr. 30, 2020 | ||||||||||||||||||
SKL Distribution Agreement [Member] | Ms. Neelima Lekkala [Member] | |||||||||||||||||||
Agreement expiration date | May 11, 2020 | ||||||||||||||||||
Commission earned, percentage | 0.30 | ||||||||||||||||||
Commission earned | $ 1,023 | ||||||||||||||||||
SKL Distribution Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||||
Common stock, shares reserved for future issuance | shares | 1,000,000 | ||||||||||||||||||
SKL Distribution Agreement [Member] | Restricted Stock [Member] | Mr. Mahesh Lekkala [Member] | |||||||||||||||||||
Common stock, shares reserved for future issuance | shares | 500,000 | ||||||||||||||||||
SKL Distribution Agreement [Member] | Restricted Stock [Member] | SKL to Persons [Member] | |||||||||||||||||||
Common stock, shares reserved for future issuance | shares | 250,000 | ||||||||||||||||||
SKL Distribution Agreement [Member] | Sai Krishna LLC (SKL) [Member] | Restricted Stock [Member] | |||||||||||||||||||
Common stock, shares reserved for future issuance | shares | 250,000 | ||||||||||||||||||
One Year Agreement [Member] | |||||||||||||||||||
Common stock, shares reserved for future issuance | shares | 250,000 | ||||||||||||||||||
Resale Agreement [Member] | OG Labratories, LLC [Member] | |||||||||||||||||||
Commission earned, percentage | 0.035 | ||||||||||||||||||
Commission description | The Company entered into a joint venture agreement with OG LABORATORIES, LLC ("OG"). Under this agreement the Company will act as a wholesaler of OG's product labeled under OG's name. We are currently wholesaling two of OG's products: "Omega-3 Heart Wellness+CBD" and "Collagen Skin Wellness+CBD". Both of these products will be offered on the Company's website. The Company will be compensated for sales generated through its efforts according the following formula: the Company shall receive, no later than 30 days after collection, the following percentage of the total order amount for third-party customers who purchase OG products that Tauriga originated or derived: for aggregate purchases greater than one hundred thousand dollars ($100,000.00), Tauriga shall receive commission of three and a half percent (3.5%), and for aggregate purchases of one hundred thousand dollars ($100,000.00) or less, Tauriga shall receive commission of five percent (5%). . Tauriga shall receive the above-referenced commission on such sales as long as the sale is made while the contract is in force or within six (6) months after the contract's termination | ||||||||||||||||||
Commission earned, targeted percentage | 5.00% | ||||||||||||||||||
Purchase of inventory | $ 3,050 | ||||||||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | |||||||||||||||||||
Volume weighted average price, discount | 88.00% | ||||||||||||||||||
Sale of stock, value of shares issued on transaction | $ 5,000,000 | $ 5,000,000 | $ 154,418 | ||||||||||||||||
Number of common stock on sale transaction shares | shares | 76,000,000 | 76,000,000 | 5,750,000 | ||||||||||||||||
Additional volume weighted average price, discount | 10.00% | ||||||||||||||||||
Additional volume weighted average price, discount based on eligibility in DWAC | 15.00% | ||||||||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | Minimum [Member] | |||||||||||||||||||
Amount of shares to sell on a closing date | $ 5,000 | $ 5,000 | |||||||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | Maximum [Member] | |||||||||||||||||||
Amount of shares to sell on a closing date | $ 350,000 | $ 350,000 | |||||||||||||||||
Debt Conversion Agreement [Member] | Honeywood LLC [Member] | |||||||||||||||||||
Debt conversion | $ 170,000 | ||||||||||||||||||
Debt Conversion Agreement [Member] | Honeywood LLC [Member] | Written Off [Member] | |||||||||||||||||||
Debt conversion | $ 199,119 | ||||||||||||||||||
Debt Conversion Agreement [Member] | Honeywood LLC [Member] | Ownership [Member] | |||||||||||||||||||
Percentage of membership interest | 5.00% | ||||||||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | |||||||||||||||||||
Percentage of membership interest sold | 80.00% | ||||||||||||||||||
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period | 80.00% | ||||||||||||||||||
Percentage of net profit generated | 20.00% | ||||||||||||||||||
Transfer Agreement [Member] | Open Therapeutics [Member] | |||||||||||||||||||
Restricted common stock issued during period | shares | 500,000 | ||||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||||||||||||
Debt conversion | $ 370,000 | ||||||||||||||||||
Subsequent Event [Member] | Aegea Biotechnologies Inc [Member] | Restricted Stock [Member] | |||||||||||||||||||
Number of shares issued during period, shares | shares | 5,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Collaboration Agreement [Member] | Aegea Biotechnologies Inc [Member] | |||||||||||||||||||
Equity line of credit | $ 5,000,000 | ||||||||||||||||||
Volume weighted average price, discount | 12.00% | ||||||||||||||||||
Net proceeds from sale of stock, percentage | 70.00% | ||||||||||||||||||
Number of shares issued during period, shares | shares | 10,000,000 | ||||||||||||||||||
Stock price per share | $ / shares | $ 4 | ||||||||||||||||||
Collaboration agreement, description | Collaboration Agreement, following the initial sale of 10,000,000 shares of our common stock under the ELOC, twenty percent (20%) of all subsequent net proceeds from the sale of shares under the ELOC shall be used to purchase additional shares of common stock of Aegea at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. The valuation will be reassessed and reset by the parties after the first $2,000,000 of Tauriga's investment is received by Aegea. In addition, as part of our agreement with Aegea, On May 26, 2020, Tauriga also issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. The Collaboration Agreement commenced upon signing and will continue indefinitely, unless amended or terminated by mutual written agreement of the parties. | ||||||||||||||||||
Subsequent Event [Member] | Investment Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||||
Number of shares issued during period, shares | shares | 5,750,000 | ||||||||||||||||||
Subsequent Event [Member] | Investment Agreement [Member] | Tangier's Global, LLC [Member] | |||||||||||||||||||
Number of shares issued during period, shares | shares | 5,750,000 | ||||||||||||||||||
Value of shares issued during period | $ 154,418 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Jun. 29, 2018 | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)Integer | Mar. 31, 2019USD ($) |
Number of segments | Integer | 2 | |||
Variable annual fee, percentage | 0.07 | |||
Sales revenue | $ 57,134 | $ 234,389 | $ 57,134 | |
Accounts receivable | 42,580 | |||
Allowance for doubtful accounts | 64,146 | |||
Refund to customers | 100 | |||
Cash FDIC insured amount | 250,000 | 250,000 | 250,000 | |
Cash | 385,943 | 5,348 | 385,943 | |
Inventory asset | $ 10,872 | 128,711 | 10,872 | |
Deposits | 96,688 | |||
Research and development costs | $ 6,923 | $ 13,924 | ||
Maximum [Member] | ||||
Ownership interest percentage | 20.00% |
Revenue (Details Narrative)
Revenue (Details Narrative) | Mar. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Allowance for doubtful account | $ 64,146 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | $ 57,134 | $ 234,389 | $ 57,134 |
Distributor [Member] | |||
Revenues | 62,441 | 1,000 | |
E-Commerce [Member] | |||
Revenues | 34,439 | 794 | |
Wholesale [Member] | |||
Revenues | $ 137,509 | $ 2,340 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Tauri-GumTM [Member] | ||
Deposits | $ 96,688 | $ 105,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Total Inventory | $ 128,711 | $ 10,872 | |
Tauri-GumTM [Member] | |||
Total Inventory | 120,481 | 10,872 | |
Tauri-GummiesTM [Member] | |||
Total Inventory | 4,029 | ||
Collagen/Omega-3 Gummies [Member] | |||
Total Inventory | [1] | 2,425 | |
Other [Member] | |||
Total Inventory | [2] | $ 1,776 | |
[1] | This segment of inventory is stock that was purchased in conjunction with Resale Agreement with OG Laboratories, LLC | ||
[2] | Other inventory consists of holiday pouches sold as a bundled of Tauri-GumTM |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Apr. 02, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Gain on disposal of discontinued operations | $ 4,941 | $ 4,941 | |
Ice+Jam, LLC [Member] | |||
Ownership interest percentage | 50.00% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Discontinued Operations (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Assets from discontinued operations | $ 581 | |
Liabilities from discontinued operations | $ 5,522 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Depreciation expense | $ 914 | $ 964 |
Equipment value | 13,478 | 13,010 |
Computer Equipment [Member] | ||
Equipment value | 2,782 | 1,632 |
Loss on disposal | $ 1,230 | $ 907 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Less: accumulated depreciation | $ (56,160) | $ (56,798) |
Net | 13,478 | 13,010 |
Computers, Office Furniture and Other Equipment [Member] | ||
Property and equipment gross | $ 69,638 | $ 69,808 |
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 |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) | Sep. 01, 2019USD ($) | Jun. 11, 2019USD ($) | Jun. 11, 2019EUR (€) | Dec. 02, 2017USD ($) | Dec. 01, 2017USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Apr. 02, 2019USD ($) |
Right of use asset | $ 22,090 | $ 22,090 | $ 7,492 | ||||||
Lease liability | 22,824 | 22,824 | 7,895 | ||||||
Lease expense | 22,824 | ||||||||
Amortization of right of lease asset | 13,233 | ||||||||
New York Corporate Office Lease [Member] | |||||||||
Lease expense | $ 22,476 | ||||||||
Barcelona Office Lease [Member] | |||||||||
Lease expense | 4,574 | ||||||||
Unamortized lease right of use asset | 22,090 | 22,090 | |||||||
New York [Member] | |||||||||
Right of use asset | $ 26,093 | $ 7,492 | |||||||
Lease liability | $ 26,093 | 19,943 | 19,943 | ||||||
Debt discount rate | 8.98% | ||||||||
Lease term | 2 years | 2 years | |||||||
Lease expense | $ 1,010 | 9,543 | |||||||
Lease expiration date | Nov. 30, 2021 | ||||||||
Unamortized lease right of use asset | 19,305 | 19,305 | |||||||
Office lease | $ 26,092 | ||||||||
Spain [Member] | |||||||||
Lease liability | 2,881 | 2,881 | |||||||
Lease term | 2 years | ||||||||
Lease expiration date | Jun. 30, 2021 | Jun. 30, 2021 | |||||||
Unamortized lease right of use asset | $ 2,785 | 2,785 | |||||||
Monthly rent payments | $ 201 | ||||||||
Lease, description | Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). In accordance with ASC 842 - Leases, effective June 11, 2019, the Company will record additional net lease right of use asset and a lease liability at present value of approximately $4,574, respectively as a result of this lease. The lease will be initially recorded using an exchange rate of 1.13. Any fluctuations in the currency rate will be recorded as gain or loss on currency translation. | Monthly rent payments will be approximately $201 per month (based on the contractual rate of €178 multiplied by the exchange rate of 1.13 on the day the lease agreement was entered into). In accordance with ASC 842 - Leases, effective June 11, 2019, the Company will record additional net lease right of use asset and a lease liability at present value of approximately $4,574, respectively as a result of this lease. The lease will be initially recorded using an exchange rate of 1.13. Any fluctuations in the currency rate will be recorded as gain or loss on currency translation. | |||||||
Amortization of right of lease asset | $ 27,050 | ||||||||
Spain [Member] | Euro [Member] | |||||||||
Monthly rent payments | € | € 178 | ||||||||
ASU No. 2016-02 [Member] | |||||||||
Right of use asset | 7,492 | ||||||||
Lease liability | $ 7,895 | ||||||||
Debt discount rate | 8.00% | ||||||||
ASU No. 2016-02 [Member] | Spain [Member] | |||||||||
Right of use asset | $ 4,574 | ||||||||
Lease liability | $ 4,574 |
Operating Lease - Schedule of M
Operating Lease - Schedule of Maturity of Operating Lease Liability (Details) | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 13,891 |
2022 | 8,933 |
Total lease payments | $ 22,824 |
Operating Lease - Schedule of O
Operating Lease - Schedule of Operating Lease Cost (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Amortization of right of lease asset | $ 13,233 | |
Lease interest cost | 1,666 | |
Total Lease cost | $ 14,898 |
Operating Lease - Schedule of_2
Operating Lease - Schedule of Operating Lease Liability (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Apr. 02, 2019 | Mar. 31, 2019 | |
Leases [Abstract] | |||
Discounted Operating Lease liability | $ 27,050 | ||
Lease modification - September 1, 2019 | 26,093 | ||
Lease modification adjustment- September 1, 2019 | (200) | ||
Financing cost | 1,666 | ||
Less of lease payments made | (31,354) | ||
Cumulative effect of adoption of ASC 842 | (430) | ||
Operating lease liability | 22,824 | $ 7,895 | |
Less Lease Liability current portion | (13,891) | ||
Lease Liability - long-term | $ 8,933 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Conversion of convertible debt, amount | $ 218,460 | $ 21,000 |
Accrued interest | 39,384 | 30,780 |
Interest expense | $ 902,228 | $ 280,587 |
Convertible Notes [Member] | ||
Number of shares issued from common stock for conversion of debt, shares | 21,295,495 | 5,946,516 |
Conversion of convertible debt, amount | $ 467,500 | $ 187,000 |
Accrued interest | $ 28,762 | $ 13,718 |
Average conversion price per share | $ 0.03375 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable and Convertible Notes (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 | |
Total notes payable and convertible notes | $ 1,067,550 | $ 570,000 | |
Less - note discounts | (482,416) | (356,125) | |
Less - current portion of these notes | (585,134) | (213,875) | |
Total notes payable and convertible notes, net discounts - long-term | |||
Alternative Strategy Partners PTE Ltd [Member] | |||
Total notes payable and convertible notes | [1] | 90,000 | |
GS Capital Partners LLC - Oct 2018 [Member] | |||
Total notes payable and convertible notes | [2] | 180,000 | |
GS Capital Partners LLC - Mar 2019 [Member] | |||
Total notes payable and convertible notes | [3] | 175,000 | 300,000 |
GS Capital Partners LLC - May 2019 [Member] | |||
Total notes payable and convertible notes | [4] | ||
GS Capital Partners LLC - Jun 2019 [Member] | |||
Total notes payable and convertible notes | [5] | 60,000 | |
Jefferson Street Capital LLC - Jul 2019 [Member] | |||
Total notes payable and convertible notes | [6] | ||
Adar Alef LLC - Aug 2019 [Member] | |||
Total notes payable and convertible notes | [7] | ||
Odyssey Funding, LLC - Sep 2019 [Member] | |||
Total notes payable and convertible notes | [8] | 80,000 | |
BHP Capital NY Inc - Oct 2019 [Member] | |||
Total notes payable and convertible notes | [9] | 55,000 | |
Tangiers Global, LLC - Nov 2019 [Member] | |||
Total notes payable and convertible notes | [10] | 137,500 | |
Odyssey Funding, LLC - Dec 2019 [Member] | |||
Total notes payable and convertible notes | [11] | 100,000 | |
Jefferson Street Capital, LLC - Dec 2019 [Member] | |||
Total notes payable and convertible notes | [12] | 55,000 | |
BHP Capital NY Inc - Jan 2020 [Member] | |||
Total notes payable and convertible notes | [13] | 44,000 | |
ADAR Alef LLC - Jan 2020 [Member] | |||
Total notes payable and convertible notes | [14] | 44,000 | |
GS Capital LLC - Jan 2020 [Member] | |||
Total notes payable and convertible notes | [15] | 110,000 | |
Tangier's Global LLC - Feb 2020 [Member] | |||
Total notes payable and convertible notes | [16] | 65,000 | |
Crown Bridge Partners LLC - Feb 2020 [Member] | |||
Total notes payable and convertible notes | [17] | 55,000 | |
ADAR Alef, LLC - Mar 2020 [Member] | |||
Total notes payable and convertible notes | [18] | 44,000 | |
Tangier's Global LLC - Mar 2020 [Member] | |||
Total notes payable and convertible notes | [19] | $ 43,050 | |
Adan Alef LLC - Mar 2020 [Member] | |||
Total notes payable and convertible notes | [18] | ||
[1] | Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing an interest rate of 11.50% per annum (the "ASP Loan"). 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 Alternative Strategy Partners PTE Ltd. ("ASP") to compensate a consultant. The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm Eishin, Inc. ("Eishin"), but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company had been in dispute with the noteholder about the amount owed, and the Company had not recorded this liability as of December 31, 2018 or March 31, 2018. On May 29, 2019, the Company and ASP consummated the retirement of the ASP Loan. The Company did not pay cash or issue any securities in connection with the termination of the ASP Loan, and instead the Company agreed to transfer and assign to ASP all right, title and interest it has or may have in securities of Eishin. Since the Eishen rights were not valued on the Company's balance sheet, the $113,468 liability (at the time of settlement) has been removed from the Company's balance sheet, as is reflected in the Company's financial statement as a gain on extinguishment of debt in the amount of $113,467 during the nine months ended December 31, 2019. | ||
[2] | On October 25, 2018, the Company entered into a one year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC ("GS Capital"). The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital. The face value of this note 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. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the $108,111 which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. 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. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital 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. During the nine months ended December 31, 2019, GS Capital fully converted $180,000 of principal and $11,248 of accrued interest into 7,410,229 shares of common stock. | ||
[3] | On March 14, 2019, the Company entered into a 12-month $300,000 principal face value 8.0% convertible debenture with GS Capital, with a maturity date of March 13, 2020. The GS Capital Note carried a $20,000 original issue discount (OID) and, as such, the initial net proceeds to the Company was $280,000. In connection with this agreement, the Company was obligated to issue 750,000 commitment shares having a value of $142,500 ($0.19 per share) which is reflected as interest expense in the Company's consolidated statement of operations during the year ended March 31, 2019. These shares were issued on June 20, 2019. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price for each share of Common Stock equal to 68% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the fifteen (15) prior trading days. Due to the discount to market conversion, a beneficial conversion feature was recorded on this note as a discount to the note in the amount of the full-face value of the note which will be amortized over the life of the note. This amortization will be reflected as interest cost ratably over the term of the note. At December 31, 2019, this note had accrued interest of $19,200. Also, in conjunction with this note, the 213,334 five-year cashless warrants, associated with the June 27, 2017, $80,000 5% one-year note were fully cancelled. During the year ended March 31, 2020, the noteholder converted $125,000 of principal and $9,789 of accrued interest into 5,157,806 shares of the Company's common stock ($0.0261 per share). Subsequently, the noteholder converted the remaining $175,000 of principal and $16,132 of accrued interest into 9,315,448 common shares ($0.0205 per share). At March 31,2020, this note had accrued interest of $14,718. | ||
[4] | On May 24, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of May 23, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on May 24, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 3,327,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the "Share Reserve") and was required to maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. At December 31, 2019, GS Capital fully converted $60,000 of principal and $2,670 of accrued interest, and 4,327,198 shares then in reserve were cancelled and placed back into the Company's treasury. | ||
[5] | On June 21, 2019, the Company entered into a one year 8% $60,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of June 21, 2020 and carried a $5,000 original issue discount (such that $55,000 was funded to the Company on June 21, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this decrease. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 56% instead of 66% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day if the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 2,650,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the "Share Reserve"), and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. As of March 31, 2020, this note had accrued interest of $3,735. On June 3, 2020, the noteholder converted the entire $60,000 of principal and $4,937 of accrued interest into 3,162,115 shares of common stock ($0.0205 per share). | ||
[6] | On July 22, 2019, the Company and Jefferson Street Capital, LLC ("Jefferson Street") consummated entry into a Securities Purchase Agreement where the Company has borrowed $55,000 ($50,000 with original issuance discount reflected) at 10% annual interest under a term of nine-months in the form of a convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 250,000 commitment shares having a value of $10,500 ($0.042 per share, the closing price of our common stock on the day preceding the note) which was reflected as interest expense in the Company's consolidated statement of operations during the three months ended December 31, 2019. The restricted stock was valued at the closing price on July 22, 2019. Legal fees of $2,000 were deducted from cash proceeds of the note payable to investor's counsel, and a $5,000 original issue discount recognized. The Company received cash proceeds of $48,000 at closing. Under the Jefferson Street note, the Company reserved 15,000,000 shares of its common stock, The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a conversion price for each share of Common Stock equal to 65% of the lowest volume weighted average price for the Company's common stock during the previous fifteen trading day period as reported on the National Quotations Bureau OTC Markets exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future, including the day upon which a notice of conversion is received by the Company. Upon an event of default (as defined and described in the note), among other default penalties, the Company shall pay the Default Amount (as defined in the agreement) as well as incur annual interest at a default interest rate of 24% per annum. In consideration of Jefferson Street loaning the Company the proceeds under this note, the Chief Executive Officer had personally guaranteed the repayment of the outstanding principal amount, accrued and unpaid interest until such time that the Company had satisfied its share reserve requirement under the note. As of December 31, 2019, this note had accrued interest of $2,441. On January 23, Jefferson converted $27,500 of principal and accrued interest in the amount of $1,375 into 1,339,031 shares of restricted stock of the Company ($0.0219 per share). The Company repaid the remaining balance of $27,500 of the Jefferson Street Note including accrued interest and prepayment premium of $10,904. As a result, the Jefferson Street Note is now fully repaid and retired and no further obligations or remuneration is due and owing thereunder. | ||
[7] | On August 12, 2019, the Company received $47,500 net proceeds for the second of two notes (the "Back-End Note") under a December 20, 2018 security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. Both notes were for $55,000 and had funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The first note was previously funded on December 24, 2018 and was fully converted on March 18, 2019. The Back-End Note was initially paid for by an offsetting promissory note issued by Adar Alef, LLC to the Company (the "Note Receivable"). The terms of the Back-End Note required cash funding prior to any conversion thereunder. The Note Receivable was due December 20, 2019, unless certain conditions were not met, in which case both the Back-End Note and the Note Receivable may both have been cancelled. The Back-End Note has a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under 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 60% 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 20 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 50% instead of 60% 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. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. This Back-End Note may not be repaid. The note holder may redeem this note at any time after the first six months. As of December 31, 2019, this note had accrued interest of $2,125. Effective December 20, 2019, it was mutually agreed to extend the maturity date of this note to September 20, 2020. On February 12, 2020, $15,000 of note principal was converted into 554,324 common shares ($0.0271 per share). | ||
[8] | On September 13, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Funding, LLC ("Investor") pursuant to the terms of a Securities Purchase Agreement (the "Odyssey Note"). The Odyssey Note has a maturity date of September 13, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 64% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this decrease. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 54% instead of 64% while that "Chill" is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Investor and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days' prior written notice by the Investor. During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to the Investor an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Note along with any accrued interest, and (iii) if the redemption is after the 120th day, but less than the 180th day of the issuance date, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Odyssey Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the Odyssey Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the Investor the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the Odyssey Note shall increase by 50%; or (iv) if the Odyssey Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note. The Investor shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals four hundred percent of the number of shares of Company common stock issuable upon conversion of the Note so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. Upon full conversion or repayment of this Odyssey Note, any shares remaining in the Share Reserve shall be cancelled. As of March 31, 2020, this note had accrued interest of $3,507. | ||
[9] | On October 17, 2019, the Company entered into a Convertible Promissory Note ("BHP Note"), bearing an interest rate of 10% per annum, pursuant to a Securities Purchase Agreement with BHP Capital NY, Inc. dated October 7, 2019. The BHP Note has a maturity date of July 3, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company on October 8, 2019). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion. The Borrower is required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt. If delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash. The Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest) paying the holder the amounts as follows: : (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The BHP Note may not be redeemed after 180 days. Upon an event of default, among other default provisions set forth in the BHP Note, (i) interest shall accrue at a default interest rate of 24% per annum, (ii) Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, (iii) Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act, (iv) bankruptcy, (v) cessation of operations, (vi) liquidation, (vii) restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement, and (viii) breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default. In the event of default due to restatement, failure to comply with the Exchange act, delisting from exchange or cross default the borrower must pay 150% times the sum the then outstanding principal amount of this Note plus (x) accrued and unpaid interest. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor, the Borrower will provide the Holder with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions. In the event the Holder determines that the terms of the subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms of the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder, the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the instruments evidencing the subsequent investment. On October 16, 2019, the Company issued 250,000 commitment shares to noteholder, BHP Capital NY, Inc. pursuant to the BHP Note. The shares had a value of $9,750 ($0.039 per share) which was recorded as interest expense on the Company’s consolidated balance sheet. As of March 31, 2020, this note had accrued interest in the amount of $2,501. Upon full conversion or repayment of this BHP note, any shares remaining in the Share Reserve shall be cancelled. | ||
[10] | On November 7, 2019, the Company effectuated a nine-month convertible promissory note with Tangier's Global, LLC (the "Tangier's Note"). The Company received funds in the amount of $125,000 after reduction of the Original Issue Discount of $12,500. The $137,500 face value note matures on August 5, 2020 and bears and interest rate of 10%, guaranteed. The Note holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangier's Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 34% to 44%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the Conversion Price discount will be increased by 5%, i.e., from 34% to 39%. In the case of both, the Conversion Price discount shall be a cumulative increase of 15%, i.e., from 34% to 49%. Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 34% to 44%, in the Conversion Price discount in addition to any and all other Conversion Price discounts, as provided above. Any conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 2 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. During the first 180 calendar days that the Tangier’s Note is in effect, the Company may redeem the note by paying to the note holder Investor an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Tangier's Note after the 180th day from entering into it without written approval by the noteholder. If the Company fails to deliver shares in accordance with the timeframe stated, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. Holder may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. Upon an event of default, among other default provisions set forth in the Tangier’s Note (i) interest shall accrue at a default interest rate of lesser of 20% per annum or the maximum rate permitted under applicable law; (ii) after the occurrence of an Event of Default that results in the eventual acceleration of this Note, an additional 10% increase to the Conversion Price discount will go into effect; (iii) a default in the timely issuance of underlying shares in excess of any conversion not delivered prior to 20 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company shall be considered in default and subject to a mandatory default amount commencing 5 days after the occurrence the following but not limited to: (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares upon, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (v) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its "filing" obligations under Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (viii) failure of the Company to remain in good standing under the laws of its state of domicile; (ix) failure by the Company to maintain the Required Reserve in accordance with the term; (x) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xi) any delisting from a Principal Market for any reason; (xii) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xiii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xiv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website. In connection with the Tangier's Note, the Company issued irrevocable transfer agent instructions reserving 35,000,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note.The Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common Stock as shall be issuable. If the amount of shares on reserve in Holder's name at the Company's transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is met. Upon full conversion or repayment of this Tangiers note, any shares remaining in the Share Reserve shall be cancelled. Guaranteed interest on this note is prorated over the term of the note. Interest in the amount of $7,330 has been recognized on this note as of March 31, 2020. | ||
[11] | On December 18, 2019, the Company entered into a one year 8% $100,000 Convertible Note with Odyssey Capital, LLC ("Odyssey") pursuant to the terms of a Securities Purchase Agreement (the "Odyssey Note"). The Odyssey Note has a maturity date of December 18, 2020 and carried a $5,000 original issue discount (such that $95,000 was funded to the Company at closing). The Investor is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Odyssey Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 64% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to Odyssey within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 54% instead of 64% while that "Chill" is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by Odyssey and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days' prior written notice by Odyssey). During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to Odyssey an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Odyssey Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Odyssey Note along with any accrued interest, and (iii) if the redemption is after the 120th day, but less than the 180th day of the issuance date, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Odyssey Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the Odyssey Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the Investor the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the Odyssey Note shall increase by 50%; or (iv) if the Odyssey Note is not paid at maturity, the outstanding principal due under this Odyssey Note shall increase by 10%. In connection with the Odyssey Note, the Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the "Share Reserve") of its Common Stock for conversions under this Odyssey Note. Odyssey shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals four hundred percent of the number of shares of Company common stock issuable upon conversion of the Odyssey Note so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. Upon full conversion or repayment of this Odyssey Note, any shares remaining in the Share Reserve shall be cancelled. At March 31, 2020, this note had accrued interest in the amount of $2,279. On June 29, 2020, the Company fully paid and retired this note including accrued interest $4,252 and a prepayment penalty in the amount of $45,748. The full share reserve was released upon satisfaction of the note and returned to treasury. | ||
[12] | On December 26, 2019, the Company entered into a one year 10% $55,000 Convertible Note with Jefferson Street Capital LLC (“Jefferson Street”) pursuant to the terms of a Securities Purchase Agreement (the “Jefferson Street Note”). The Jefferson Street Note has a maturity date of December 26, 2020 and carried a $5,000 original issue discount (such that $50,000 was funded to the Company at closing). The Investor is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Jefferson Street Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Commencing on the date which is 180 days following the date of this Jefferson Street Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Jefferson Street Note may be converted by Jefferson Street in whole or in part at any time from time to time after the Issue Date as noted in the Jefferson Street Note. During the first 180 calendar days that the Jefferson Street Note is in effect, the Company may redeem the Jefferson Street Note by paying Jefferson Street an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Jefferson Street Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Jefferson Street Note along with any accrued interest. The Company may not redeem the Jefferson Street Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the Jefferson Street Note interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In connection with the Jefferson Street Note, the Company is required at all times to have authorized and reserved six times the number of common shares that would be issuable upon full conversion of the Jefferson Street Note in effect (assuming that the 4.99% limitation set forth in the Jefferson Street Note is not in effect) which shall initially be reserved at 20,000,000 common shares (the “Share Reserve”) of its Common Stock for conversions under this Jefferson Street Note. Upon full conversion or repayment of this Jefferson Street Note, any shares remaining in the Share Reserve shall be cancelled. At March 31, 2020, this note had accrued interest of $2,501. | ||
[13] | On January 3, 2020, the Company entered into a one year 2% $44,000 Convertible Promissory Note with BHP Capital NY Inc. (“BHP Capital”) pursuant to the terms of a Securities Purchase Agreement (the “BHP Capital Note”). The BHP Capital Note has a maturity date of January 3, 2021 and carries a $4,000 original issue discount (such that $40,000 was funded to the Company at closing). BHP has the right from time to time, and at any time after closing, to convert all or any amount of the principal face amount of the BHP Capital Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 65% of the lowest one-day volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to BHP Capital within three (3) business days of receipt by the Company of the notice of conversion. The conversion price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 50% instead of 65% while that “Chill” is in effect. In no event shall BHP be allowed to affect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by BHP Capital and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company.During the first 180 calendar days that the BHP Capital Note is in effect, the Company may redeem the BHP Capital Note by paying to BHP Capital an amount as follows: (i) if the redemption is within the first thirty (30) days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this BHP Capital Note along with any interest that has accrued during that period, (ii) if the redemption is on or after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115% of the unpaid principal amount of this BHP Capital Note along with any accrued interest, (iii) if the redemption is on or after the 61st day and through the 90th day of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any accrued interest and (iv) if the redemption is on or after the 91st day and through the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the BHP Capital Note after the 180th day from entering into it. Upon an event or continuation of default, among other penalty provisions, of the BHP Note (1) interest shall accrue at a default interest rate of 24% per annum (“Default Interest”), and (2) the Note shall become immediately due and payable and the Company shall pay to the BHP, in full satisfaction of its obligations thereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to BHP pursuant to the BHP Capital Note and all other amounts payable thereunder shall immediately become due and payable. The BHP Capital Note contains cross-default provisions to other Company agreements which, if triggered after the passage of all applicable notice and cure or grace periods, shall, at the option of BHP, be considered a default under the BHP Capital Note in which event BHP shall be entitled (but in no event required) to apply all rights and remedies of BHP under the terms and provisions of the BHP Capital Note and such other applicable agreements. In connection with the BHP Capital Note, the Company issued irrevocable transfer agent instructions pursuant to which the Company is required at all times to have reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% beneficial ownership limitation is not in effect) (based on the respective Conversion Price of the Note in effect from time to time, initially 14,100,000 shares of its Common Stock (the “Share Reserve”) for conversions under this BHP Capital Note. Failure to maintain the share Reserve may be an event of default. Upon full conversion or repayment of this BHP Capital Note, any shares remaining in the Share Reserve shall be cancelled. As of March 31, 2020, accrued interest on this note was $203. | ||
[14] | On January 15, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 for OID and $2,200 in legal fees. The note has a maturity date of January 15, 2021. The face value amount 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 65% 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 20 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 55% instead of 65% 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. During the first 6 months following the Issuance Date, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. This Note may not be prepaid after the 6-month anniversary of the Issuance Date. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the Conversion Price described in Section 4(a) shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2020, accrued interest on this note was $723. | ||
[15] | On January 17, 2020, the Company entered into a one year 8% $110,000 Convertible Note with GS Capital Partners, LLC pursuant to the terms of a Securities Purchase Agreement. The GS Capital Note has a maturity date of January 21, 2021 and carried a $10,000 original issue discount (such that $100,000 was funded to the Company on January 21, 2020). The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of 65% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. The Company may not redeem the GS Capital Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, any shares remaining in the Share Reserve shall be cancelled. Pursuant to this note, the Company issued to the noteholder 400,000 shares of its restricted common stock as debt commitment shares valued at $20,960 ($0.0524 per share). As of March 31, 2020, this note had accrued interest of $1,784. | ||
[16] | On February 7, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC (the Tangiers Note). The Company received funds in the amount of $60,000 after reduction of the Original Issue Discount of $5,000. The $65,000 face value note matures on August 6, 2020 and bears and interest rate of 2%, guaranteed. This note has a fixed conversion price of $0.03 per share. The Company may redeem the note by paying to the note holder Investor an amount as follows: (i) if the redemption is within the first 30 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115%, (iii) if the redemption is after the 61st day, but by the 90th day of the issuance date, then for an amount equal to 120%, (iv) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133%. The Company has established an initial reserve of 7,000,000 shares of its common stock and at all times reserve a minimum of five times the amount of shares required if the note were to fully convert.If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holders sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Companys Common Stock during the 20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. If the Company is placed on chilled status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTCs FAST system, the discount will be increased by 5%, i.e., from 35% to 40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%. Holder may not engage in any shorting or hedging transaction(s) in the Common Stock of the Company prior to conversion. In the Event of Default, defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a chilled status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its filing obligations under the Securities Exchange Act of 1934, as amended (the 1934 Act) and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (xii) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 2.00(e); (xiii) failure of Companys Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Holder of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the SEC) under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Holder of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holders election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means 33% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Notes guaranteed interest, at a rate equal to the lesser of 12% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Interest in the amount of $386 has been recognized on this note as of March 31, 2020. | ||
[17] | Effective February 11, 2020 the Company entered into a one-year 10% convertible promissory note with Crown Bridge Partners, LLC (“Crown”), having a face value of $55,000. The Company received funds in the amount of $50,000 on February 23, 2020, after reduction of the Original Issue Discount of $5,000. The $55,000 face value note matures on February 11, 2021. Any amount of principal or interest on this Note, which is not paid by the Maturity Date, shall bear interest at the rate of the lesser of (i) fifteen percent (15%) per annum or (ii) the maximum amount permitted by law from the due date thereof until the same is paid. Crown shall have the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined; provided, however, that in no event shall Crown be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by Crown and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Crown and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then in effect on the date specified in the notice of conversion, delivered to the Company or Company’s transfer agent by Crown. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at Crown’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at Crown’s option, Default Interest, if any. The Conversion Price shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price on the OTCQB, or applicable trading market during the previous twenty (20) trading day period ending on the latest complete trading day prior to the date of this note or (ii) the variable conversion price which shall mean 65% multiplied by lowest intraday trading price of any market makers for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. In the event that shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 45% assuming no other adjustments are triggered hereunder). Additionally, if the Company fails to comply with the reporting requirements of the Exchange Act (including but not limited to becoming late or delinquent in its filings, even if the Company subsequently cures such delinquency) at any time while after the Issue Date, and/or the Company shall cease to be subject to the reporting requirements of the Exchange Act, an additional fifteen percent (15%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 50% assuming no other adjustments are triggered hereunder). Each time, while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time, then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage until this Note is no longer outstanding. Each time, while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then Crown’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Company shall give written notice to Crown, with the adjusted Variable Conversion Price and/or adjusted look back period, within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. If at any time while this Note is outstanding, the Company enters into a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”), then a liquidated damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately due and payable to the Crown, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of the Company and Crown.Crown shall be entitled to deduct $1,500 from the conversion amount in each Notice of Conversion to cover Crown’s deposit fees associated with each Notice of Conversion. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of Crown, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by Crown to the par value price. The Company covenants that during the period the conversion right exists, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note. If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if at any time while this Note is outstanding the Conversion Price is equal to or lower than $0.01, then an additional twenty five percent (25%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 60%, assuming no other adjustments are triggered hereunder). A breach or default by the Company of any covenant or other term or condition contained in any of the other financial instrument, including but not limited to all convertible promissory notes, currently issued, or hereafter issued, by the Company, to the Crown or any other 3rd party, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Crown, be considered a default under this Note, in which event the Crown shall be entitled to apply all rights and remedies of the Crown under the terms of this Note by reason of a default under said Other Agreement or hereunder. The Company, on February 24, 2020, issued 250,000 debt commitment shares in conjunction with this note. The commitment shares had a value of $13,500 ($0.054 per share).As of March 31, 2020, this note had accrued interest of $542. | ||
[18] | On March 17, 2020, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued an 8% convertible redeemable note in the principal amount of $44,000. The note was funded with net proceeds of $37,800, after the deduction of $4,000 for OID and $2,200 in legal fees. The note has a maturity date of March 17, 2021. The face value amount 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 65% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market for the 20 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 55% instead of 65% 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. During the first 180 days following entry into this note, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. This Note may not be prepaid after the 6-month anniversary of entry. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the Conversion Price described in Section 4(a) shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 7,584,500 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. As of March 31, 2020, this note had accrued interest of $135. | ||
[19] | On March 23, 2020, the Company effectuated a six-month convertible promissory note with Tangiers Global, LLC. The Company received funds in the amount of $41,000 after reduction of the Original Issue Discount of $2,050. The $43,050 face value note matures on September 23, 2020 and bears an annual interest rate of 5%. This note has a fixed conversion price of $0.03 per share. In the event of default this note will accrue at a rate of 15% per annum or the highest rate permitted by law. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 30 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115%, (iii) if the redemption is after the 61st day, but by the 90th day of the issuance date, then for an amount equal to 120%, (iv) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock five times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company’s Common Stock during the 20 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 35% to 40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%. Tangiers may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. In the “Event of Default”, defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its “filing” obligations under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Tangiers with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float within 1 Trading Day of request by Tangiers; (xii) failure by the Company to maintain the Required Reserve; (xiii) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Tangiers of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Tangiers or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Tangiers of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers’s election, immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 33% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Tangiers need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Tangiers may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Tangiers at any time prior to payment hereunder and the Tangiers shall have all rights as a Tangiers of the note until such time, if any, as the Tangiers receives full payment. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. As of March 31, 2020, this note had accrued interest of $94. |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable and Convertible Notes (Details) (Parenthetical) | Jun. 29, 2020USD ($) | Jun. 26, 2020USD ($)$ / shares | Jun. 03, 2020USD ($)$ / sharesshares | May 08, 2020USD ($)$ / shares | Apr. 30, 2020USD ($)shares | Apr. 17, 2020USD ($)$ / sharesshares | Mar. 23, 2020USD ($)TradingDays$ / shares | Mar. 17, 2020USD ($)TradingDays | Feb. 24, 2020USD ($)$ / sharesshares | Feb. 12, 2020USD ($)$ / sharesshares | Feb. 11, 2020USD ($) | Feb. 07, 2020USD ($)TradingDays$ / shares | Jan. 17, 2020USD ($)TradingDays$ / sharesshares | Jan. 15, 2020USD ($)TradingDays | Jan. 03, 2020USD ($)TradingDays | Dec. 26, 2019USD ($)TradingDays | Dec. 18, 2019USD ($)TradingDays | Nov. 07, 2019USD ($)TradingDays | Oct. 17, 2019USD ($)shares | Oct. 16, 2019USD ($)$ / sharesshares | Sep. 13, 2019USD ($)TradingDays | Aug. 12, 2019USD ($)TradingDays | Jul. 22, 2019USD ($)TradingDays | Jun. 21, 2019USD ($)TradingDays | May 24, 2019USD ($)TradingDays | Mar. 14, 2019USD ($) | Jan. 23, 2019USD ($)$ / sharesshares | Oct. 25, 2018USD ($) | Jun. 27, 2017USD ($)shares | Sep. 23, 2015USD ($) | Jun. 29, 2020USD ($)shares | Jun. 22, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)TradingDays$ / sharesshares | Jun. 24, 2020USD ($) | Feb. 23, 2020USD ($) | Jan. 21, 2020USD ($) | Oct. 08, 2019USD ($) |
Gain on extinguishment of debt | $ (113,466) | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | 218,460 | 21,000 | |||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | 971,100 | 580,750 | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 143,420 | 301,200 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 39,384 | 39,384 | 30,780 | ||||||||||||||||||||||||||||||||||||||
Legal fees | $ 24,900 | $ 4,500 | |||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 370,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 20,009,621 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 26,841 | $ 26,841 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||
GS Capital Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued irrevocable transfer agent instructions reserving 2,650,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the "Share Reserve") and shall maintain a 2.5 times reserve for the amount then outstanding. | The Company issued irrevocable transfer agent instructions reserving 3,327,000 shares of its Common Stock for conversions under this Note equal to two and a half times the discounted value of the Note (the "Share Reserve") within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 2,670 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 4,327,198 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,735 | $ 3,735 | |||||||||||||||||||||||||||||||||||||||
Back-End Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,125 | $ 2,125 | |||||||||||||||||||||||||||||||||||||||
Odyssey Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the "Share Reserve") of its Common Stock for conversions under this Odyssey Note. Odyssey shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals four hundred percent of the number of shares of Company common stock issuable upon conversion of the Odyssey Note so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. Upon full conversion or repayment of this Odyssey Note, any shares remaining in the Share Reserve shall be cancelled. | The Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note. The Investor shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals four hundred percent of the number of shares of Company common stock issuable upon conversion of the Note so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. Upon full conversion or repayment of this Odyssey Note, any shares remaining in the Share Reserve shall be cancelled. | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,507 | 3,507 | |||||||||||||||||||||||||||||||||||||||
BHP Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued irrevocable transfer agent instructions pursuant to which the Company is required at all times to have reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% beneficial ownership limitation is not in effect) (based on the respective Conversion Price of the Note in effect from time to time, initially 14,100,000 shares of its Common Stock (the "Share Reserve") for conversions under this BHP Capital Note. | ||||||||||||||||||||||||||||||||||||||||
Tangier's Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company issued irrevocable transfer agent instructions reserving 35,000,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note. The Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common Stock as shall be issuable. If the amount of shares on reserve in Holder's name at the Company's transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is met. Upon full conversion or repayment of this Tangiers note, any shares remaining in the Share Reserve shall be cancelled. | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 7,330 | 7,330 | |||||||||||||||||||||||||||||||||||||||
Jefferson Street [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company reserved at 20,000,000 common shares (the "Share Reserve") of its Common Stock for conversions under this Jefferson Street Note. Upon full conversion or repayment of this Jefferson Street Note, any shares remaining in the Share Reserve shall be cancelled. | ||||||||||||||||||||||||||||||||||||||||
Noteholders [Member] | GS Capital Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 4,937 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 3,162,115 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0205 | ||||||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 110,000 | $ 60,000 | $ 60,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | 1 year | 1 year | ||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | 66.00% | 66.00% | ||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 55% instead of 65% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. The Company may not redeem the GS Capital Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, any shares remaining in the Share Reserve shall be cancelled. | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 56% instead of 66% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | |||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | 0.24 | |||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 10,000 | $ 5,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Notes maturity date | Jan. 21, 2021 | Jun. 21, 2020 | May 23, 2020 | ||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0524 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | 10 | 15 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,784 | 1,784 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 55,000 | $ 55,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of 65% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. | ||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | The GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days after entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution, and shall maintain a 2.5 times reserve for the amount then outstanding. | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 5,717,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Apr. 17, 2021 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 20,960 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 400,000 | ||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 48,000 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 9 months | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company reserved 15,000,000 shares of its common stock. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 50,000 | $ 5,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 27,500 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 1,375 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ 10,500 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0219 | $ 0.042 | $ 0.042 | ||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 24 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,441 | $ 2,441 | |||||||||||||||||||||||||||||||||||||||
Legal fees | 2,000 | ||||||||||||||||||||||||||||||||||||||||
Prepayment premium | $ 10,904 | ||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 1,339,031 | ||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital, LLC [Member] | Jefferson Street [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | Interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In connection with the Jefferson Street Note, the Company is required at all times to have authorized and reserved six times the number of common shares that would be issuable upon full conversion of the Jefferson Street Note in effect (assuming that the 4.99% limitation set forth in the Jefferson Street Note | ||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital, LLC [Member] | Jefferson Street [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Investor is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Jefferson Street Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Commencing on the date which is 180 days following the date of this Jefferson Street Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Jefferson Street Note may be converted by Jefferson Street in whole or in part at any time from time to time after the Issue Date as noted in the Jefferson Street Note. During the first 180 calendar days that the Jefferson Street Note is in effect, the Company may redeem the Jefferson Street Note by paying Jefferson Street an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Jefferson Street Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Jefferson Street Note along with any accrued interest. The Company may not redeem the Jefferson Street Note after the 180th day from entering into it. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Dec. 26, 2020 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,501 | 2,501 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 55% instead of 65% 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. During the first 6 months following the Issuance Date, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the conversion Price described above shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 7,736,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Apr. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 37,800 | ||||||||||||||||||||||||||||||||||||||||
Legal fees | 2,200 | ||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Back-End Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Debt maturity date description | Effective December 20, 2019, it was mutually agreed to extend the maturity date of this note to September 20, 2020. | ||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 47,500 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 60.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 50% instead of 60% while that "chill" is in effect. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 554,324 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Dec. 20, 2019 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0271 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Funded amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Redeemable Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The face value amount 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 65% 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 20 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 55% instead of 65% while that "chill" is in effect. | ||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the Conversion Price described in Section 4(a) shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Jan. 15, 2021 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 37,800 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 723 | 723 | |||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,200 | ||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Redeemable Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||
Adar Alef, LLC [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 65.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The face value amount 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 65% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market for the 20 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 55% instead of 65% 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. During the first 180 days following entry into this note, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. This Note may not be prepaid after the 6-month anniversary of entry. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the Conversion Price described in Section 4(a) shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 7,584,500 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Mar. 17, 2021 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 37,800 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 135 | 135 | |||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,200 | ||||||||||||||||||||||||||||||||||||||||
Odyssey Funding, LLC [Member] | Odyssey Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the Investor the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the Odyssey Note shall increase by 50%; or (iv) if the Odyssey Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. | ||||||||||||||||||||||||||||||||||||||||
Odyssey Funding, LLC [Member] | Odyssey Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 64.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 54% instead of 64% while that "Chill" is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Investor and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days' prior written notice by the Investor. During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to the Investor an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Note along with any accrued interest, and (iii) if the redemption is after the 120th day, but less than the 180th day of the issuance date, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Odyssey Note after the 180th day from entering into it. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Sep. 13, 2020 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||||||
Funded amount | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||
BHP Capital NY Inc [Member] | BHP Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | (i) if the redemption is within the first thirty (30) days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this BHP Capital Note along with any interest that has accrued during that period, (ii) if the redemption is on or after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115% of the unpaid principal amount of this BHP Capital Note along with any accrued interest, (iii) if the redemption is on or after the 61st day and through the 90th day of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any accrued interest and (iv) if the redemption is on or after the 91st day and through the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the BHP Capital Note after the 180th day from entering into it. Upon an event or continuation of default, among other penalty provisions, of the BHP Note (1) interest shall accrue at a default interest rate of 24% per annum ("Default Interest"), and (2) the Note shall become immediately due and payable and the Company shall pay to the BHP, in full satisfaction of its obligations thereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to BHP pursuant to the BHP Capital Note and all other amounts payable thereunder shall immediately become due and payable. | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 203 | 203 | |||||||||||||||||||||||||||||||||||||||
BHP Capital NY Inc [Member] | BHP Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 44,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | BHP has the right from time to time, and at any time after closing, to convert all or any amount of the principal face amount of the BHP Capital Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% of the lowest one-day volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Such conversion shall be effectuated by the Company delivering the shares of common stock to BHP Capital within three (3) business days of receipt by the Company of the notice of conversion. The conversion price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 50% instead of 65% while that "Chill" is in effect. In no event shall BHP be allowed to affect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by BHP Capital and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company. During the first 180 calendar days that the BHP Capital Note is in effect, the Company may redeem the BHP Capital Note by paying to BHP Capital an amount as follows: (i) if the redemption is within the first thirty (30) days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this BHP Capital Note along with any interest that has accrued during that period, (ii) if the redemption is on or after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115% of the unpaid principal amount of this BHP Capital Note along with any accrued interest, (iii) if the redemption is on or after the 61st day and through the 90th day of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any accrued interest and (iv) if the redemption is on or after the 91st day and through the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the BHP Capital Note after the 180th day from entering into it. Upon an event or continuation of default, among other penalty provisions, of the BHP Note (1) interest shall accrue at a default interest rate of 24% per annum ("Default Interest"), and (2) the Note shall become immediately due and payable and the Company shall pay to the BHP, in full satisfaction of its obligations thereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to BHP pursuant to the BHP Capital Note and all other amounts payable thereunder shall immediately become due and payable. | The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the BHP Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 65% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion. The Borrower is required at all times to have authorized and reserved three times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not exceeded) in effect, initially 7,000,000 shares. Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt. If delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash. The Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest) paying the holder the amounts as follows: : (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The BHP Note may not be redeemed after 180 days. Upon an event of default, among other default provisions set forth in the BHP Note, (i) interest shall accrue at a default interest rate of 24% per annum, (ii) Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, (iii) Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act, (iv) bankruptcy, (v) cessation of operations, (vi) liquidation, (vii) restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement, and (viii) breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default. In the event of default due to restatement, failure to comply with the Exchange act, delisting from exchange or cross default the borrower must pay 150% times the sum the then outstanding principal amount of this Note plus (x) accrued and unpaid interest. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor, the Borrower will provide the Holder with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions. | |||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 4,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 500 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 7,000,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Jan. 3, 2021 | Jul. 3, 2020 | |||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ 9,750 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.039 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,501 | 2,501 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 40,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 1,250 | ||||||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Tangier's Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 65,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 6 months | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company has established an initial reserve of 7,000,000 shares of its common stock and at all times reserve a minimum of five times the amount of shares required if the note were to fully convert. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company's Common Stock during the 20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the discount will be increased by 5%, i.e., from 35% to 40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%. Holder may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. In the "Event of Default", defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its "filing" obligations under the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (xii) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 2.00(e); (xiii) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Holder of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Holder of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's selection, immediately due and payable in cash at the "Mandatory Default Amount". The Mandatory Default Amount means 33% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note's "guaranteed" interest, at a rate equal to the lesser of 12% per annum or the maximum rate permitted under applicable law. | (i) interest shall accrue at a default interest rate of lesser of 20% per annum or the maximum rate permitted under applicable law; (ii) after the occurrence of an Event of Default that results in the eventual acceleration of this Note, an additional 10% increase to the Conversion Price discount will go into effect; (iii) a default in the timely issuance of underlying shares in excess of any conversion not delivered prior to 20 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company shall be considered in default and subject to a mandatory default amount commencing 5 days after the occurrence the following but not limited to: (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares upon, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (v) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its "filing" obligations under Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (viii) failure of the Company to remain in good standing under the laws of its state of domicile; (ix) failure by the Company to maintain the Required Reserve in accordance with the term; (x) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xi) any delisting from a Principal Market for any reason; (xii) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xiii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xiv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website. | |||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | (i) if the redemption is within the first 30 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115%, (iii) if the redemption is after the 61st day, but by the 90th day of the issuance date, then for an amount equal to 120%, (iv) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133%. | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Aug. 6, 2020 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 386 | 386 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Tangier's Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 137,500 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 9 months | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 66.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Note holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the Tangier's Note then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 66% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange, which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 34% to 44%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the Conversion Price discount will be increased by 5%, i.e., from 34% to 39%. In the case of both, the Conversion Price discount shall be a cumulative increase of 15%, i.e., from 34% to 49%. Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 34% to 44%, in the Conversion Price discount in addition to any and all other Conversion Price discounts, as provided above. Any conversion shall be effectuated by the Company delivering the shares of common stock to the Investor within 2 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. During the first 180 calendar days that the Tangier's Note is in effect, the Company may redeem the note by paying to the note holder Investor an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Tangier's Note after the 180th day from entering into it without written approval by the noteholder. If the Company fails to deliver shares in accordance with the timeframe stated, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. Holder may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. Upon an event of default, among other default provisions set forth in the Tangier's Note (i) interest shall accrue at a default interest rate of lesser of 20% per annum or the maximum rate permitted under applicable law; (ii) after the occurrence of an Event of Default that results in the eventual acceleration of this Note, an additional 10% increase to the Conversion Price discount will go into effect; (iii) a default in the timely issuance of underlying shares in excess of any conversion not delivered prior to 20 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company shall be considered in default and subject to a mandatory default amount commencing 5 days after the occurrence the following but not limited to: (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares upon, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (v) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its "filing" obligations under Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (viii) failure of the Company to remain in good standing under the laws of its state of domicile; (ix) failure by the Company to maintain the Required Reserve in accordance with the term; (x) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xi) any delisting from a Principal Market for any reason; (xii) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xiii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xiv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.20 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Aug. 5, 2020 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Funded amount | $ 125,000 | ||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 43,050 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 6 months | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.15 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | (i) if the redemption is within the first 30 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115%, (iii) if the redemption is after the 61st day, but by the 90th day of the issuance date, then for an amount equal to 120%, (iv) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock five times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers's sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company's Common Stock during the 20 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the discount will be increased by 5%, i.e., from 35% to 40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%. Tangiers may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. In the "Event of Default", defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its "filing" obligations under the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Tangiers with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float within 1 Trading Day of request by Tangiers; (xii) failure by the Company to maintain the Required Reserve; (xiii) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Tangiers of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Tangiers or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Tangiers of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers's election, immediately due and payable in cash at the "Mandatory Default Amount". The Mandatory Default Amount means 33% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note's "guaranteed" interest, at a rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law. | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 2,050 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Sep. 23, 2020 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 94 | 94 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 41,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 200,000 | $ 102,500 | $ 210,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 5.00% | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | This note has a fixed conversion price of $0.03 per share. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock three times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company’s Common Stock during the 15 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 30% to 45%. Tangiers may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. | In the event of default this note will accrue at a rate of 15% per annum or the highest rate permitted by law. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock three times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers's sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company's Common Stock during the 15 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 30% to 45%. Tangiers may not engage in any 'shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. | |||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 10,000 | $ 2,500 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Notes maturity date | Nov. 8, 2020 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.03 | $ 0.03 | |||||||||||||||||||||||||||||||||||||||
Odyssey Capital, LLC [Member] | Odyssey Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the Investor the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the Odyssey Note shall increase by 50%; or (iv) if the Odyssey Note is not paid at maturity, the outstanding principal due under this Odyssey Note shall increase by 10%. | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 10 | ||||||||||||||||||||||||||||||||||||||||
Odyssey Capital, LLC [Member] | Odyssey Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 64.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 54% instead of 64% while that "Chill" is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by Odyssey and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days' prior written notice by Odyssey). During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to Odyssey an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Odyssey Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Odyssey Note along with any accrued interest, and (iii) if the redemption is after the 120th day, but less than the 180th day of the issuance date, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Odyssey Note after the 180th day from entering into it. | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Dec. 18, 2020 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,279 | 2,279 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||
Odyssey Capital, LLC [Member] | Odyssey Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,252 | $ 4,252 | |||||||||||||||||||||||||||||||||||||||
Prepayment of penalty | $ 45,748 | ||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt maturity date description | The $55,000 face value note matures on February 11, 2021. | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 15.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | (1) the number of shares of Common Stock beneficially owned by Crown and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Crown and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-G thereunder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then in effect on the date specified in the notice of conversion, delivered to the Company or Company's transfer agent by Crown. The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at Crown's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at Crown's option, Default Interest, if any. The Conversion Price shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price on the OTCQB, or applicable trading market during the previous twenty (20) trading day period ending on the latest complete trading day prior to the date of this note or (ii) the variable conversion price which shall mean 65% multiplied by lowest intraday trading price of any market makers for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. In the event that shares of the Company's Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 45% assuming no other adjustments are triggered hereunder). Additionally, if the Company fails to comply with the reporting requirements of the Exchange Act (including but not limited to becoming late or delinquent in its filings, even if the Company subsequently cures such delinquency) at any time while after the Issue Date, and/or the Company shall cease to be subject to the reporting requirements of the Exchange Act, an additional fifteen percent (15%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 50% assuming no other adjustments are triggered hereunder). Each time, while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time, then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage until this Note is no longer outstanding. Each time, while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then Crown's look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Company shall give written notice to Crown, with the adjusted Variable Conversion Price and/or adjusted look back period, within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. If at any time while this Note is outstanding, the Company enters into a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a "3(a)(10) Transaction"), then a liquidated damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately due and payable to the Crown, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of the Company and Crown. Crown shall be entitled to deduct $1,500 from the conversion amount in each Notice of Conversion to cover Crown's deposit fees associated with each Notice of Conversion. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of Crown, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by Crown to the par value price. The Company covenants that during the period the conversion right exists, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note. If the Company fails to maintain its status as "DTC Eligible" for any reason, or, if at any time while this Note is outstanding the Conversion Price is equal to or lower than $0.01, then an additional twenty five percent (25%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 60%, assuming no other adjustments are triggered hereunder). | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 13,500 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Feb. 11, 2021 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.054 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 542 | $ 542 | |||||||||||||||||||||||||||||||||||||||
Funded amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Non-Convertible Debenture [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 | ||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | 113,467 | ||||||||||||||||||||||||||||||||||||||||
Non-Convertible Debenture [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 15,000 | ||||||||||||||||||||||||||||||||||||||||
Non-Convertible Debenture [Member] | Company [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 75,000 | ||||||||||||||||||||||||||||||||||||||||
Non-Convertible Debenture [Member] | Eishin, Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 1 year | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 70.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The face value of this note 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. | ||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature debt discount | $ 108,111 | ||||||||||||||||||||||||||||||||||||||||
Default interest rate | 0.24 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | (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. | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 11,750 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | 180,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 11,248 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 7,410,229 | ||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Noteholders [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 175,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, amount | 125,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, accrued interest | $ 9,789 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible debt, shares | shares | 5,157,806 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 9,315,448 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0205 | $ 0.0261 | $ 0.0261 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 16,132 | $ 14,718 | $ 14,718 | ||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 5.00% | |||||||||||||||||||||||||||||||||||||||
Debt Instrument term | 12 months | ||||||||||||||||||||||||||||||||||||||||
Percentage of share price multiplied by the lowest closing price | 68.00% | ||||||||||||||||||||||||||||||||||||||||
Original issue of discount | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||
Notes maturity date | Mar. 13, 2020 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 280,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | shares | 750,000 | ||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.19 | ||||||||||||||||||||||||||||||||||||||||
Trading days | TradingDays | 15 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 19,200 | $ 19,200 | |||||||||||||||||||||||||||||||||||||||
Cashless warrants | shares | 213,334 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Debt principal amount cancelled | $ 80,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 26, 2019 | Jul. 22, 2019 |
Ice + Jam LLC [Member] | |||
Cash collected related party sales | $ 581 | ||
Due to related party | $ 5,522 | ||
Chief Executive Officer [Member] | |||
Deposit | $ 50,159 | ||
Chief Executive Officer [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member] | |||
Debt instrument, interest rate | 10.00% | ||
Debt principal amount | $ 55,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) | Mar. 27, 2020USD ($)$ / sharesshares | Mar. 05, 2020USD ($)TradingDaysshares | Jan. 21, 2020USD ($)shares | Jan. 12, 2019USD ($)$ / sharesshares | Feb. 01, 2012shares | Jun. 29, 2020USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 28, 2020shares | Dec. 31, 2019shares | Sep. 10, 2019shares | Jul. 26, 2019shares | Mar. 14, 2019USD ($) |
Common stock authorized | 400,000,000 | 400,000,000 | 400,000,000 | 100,000,000 | |||||||||
Common stock, shares issued | 107,039,107 | 145,323,728 | |||||||||||
Common stock, shares outstanding | 107,039,107 | 68,123,326 | 145,323,728 | ||||||||||
Number of common stock issued | $ | $ 143,420 | $ 301,200 | |||||||||||
Share-based compensation expense | $ | $ 569,636 | $ 296,705 | |||||||||||
Common Stock [Member] | |||||||||||||
Number of common stock shares issued | 5,470,286 | 5,686,667 | |||||||||||
Number of common stock issued | $ | $ 54 | $ 56 | |||||||||||
Number of common stock shares issued for service | 7,350,000 | 3,130,000 | |||||||||||
Executives [Member] | |||||||||||||
Options to purchase common shares | 133,334 | ||||||||||||
One Current Executive [Member] | |||||||||||||
Options to purchase common shares | 66,667 | ||||||||||||
One Former Executive [Member] | |||||||||||||
Options to purchase common shares | 66,667 | ||||||||||||
Fiscal Year 2019 [Member] | Common Stock [Member] | |||||||||||||
Number of common stock shares issued | 5,686,667 | ||||||||||||
Number of common stock issued | $ | $ 301,200 | ||||||||||||
Fiscal Year 2019 [Member] | Common Stock One [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 0.042 | ||||||||||||
Number of common stock shares issued | 500,000 | ||||||||||||
Number of common stock issued | $ | $ 21,000 | ||||||||||||
Fiscal Year 2019 [Member] | Common Stock Two [Member] | |||||||||||||
Number of common stock shares issued | 95,667 | ||||||||||||
Number of common stock issued | $ | $ 20,004 | ||||||||||||
Fiscal Year 2019 [Member] | Noteholders [Member] | |||||||||||||
Restricted common stock issued during period | 5,946,516 | ||||||||||||
Restricted common stock issued during period, value | $ | $ 200,718 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.03375 | ||||||||||||
Fiscal Year 2020 [Member] | |||||||||||||
Number of shares issued from common stock for conversion of debt, shares | 21,295,495 | ||||||||||||
Number of shares issued from common stock for conversion of debt | $ | $ 467,500 | ||||||||||||
Accrued interest | $ | $ 28,762 | ||||||||||||
Number of common stock shares issued for service | 7,100,000 | ||||||||||||
Number of common stock shares issued for debt commitment | 2,350,000 | ||||||||||||
Number of common stock issued for debt commitment | $ | $ 218,460 | ||||||||||||
Beneficial conversion feature | $ | $ 569,636 | ||||||||||||
Fiscal Year 2020 [Member] | Vice President [Member] | |||||||||||||
Number of common stock shares issued | 250,000 | ||||||||||||
Open Therapeutics [Member] | Fiscal Year 2019 [Member] | |||||||||||||
Restricted common stock issued during period | 500,000 | ||||||||||||
Restricted common stock issued during period, value | $ | $ 24,750 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.0495 | ||||||||||||
Contingent liability | $ | $ 75,000 | ||||||||||||
GS Capital Partners, LLC [Member] | |||||||||||||
Number of warrants expired | 213,334 | ||||||||||||
Debt term | 1 year | ||||||||||||
Debt instruments interest rate | 5.00% | ||||||||||||
Debt principal amount | $ | $ 80,000 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant exercise price per share | $ / shares | $ 0.2625 | ||||||||||||
Warrant cancelled | $ | $ 300,000 | ||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | |||||||||||||
Sale of stock, value of shares issued on transaction | $ | $ 5,000,000 | $ 5,000,000 | $ 154,418 | ||||||||||
Maximum percent of common stock be entitled to put notice of average of the daily trading volume | 200.00% | ||||||||||||
Number of trading days the company be entitled to sell shares | TradingDays | 10 | ||||||||||||
Number of common stock on sale transaction shares | 76,000,000 | 76,000,000 | 5,750,000 | ||||||||||
Common stock purchase price description | Purchase Price means 88% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Days including and immediately following the applicable to the Put Notice, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC eligible and (ii) an additional 15% will be added to the discount of each Put if the Company is under DTC "chill" status on the applicable Put Notice Date. | ||||||||||||
Volume weighted average price, percent | 88.00% | ||||||||||||
Investment Agreement [Member] | Tangier's Global, LLC [Member] | Volume Weighted Average Price [Member] | |||||||||||||
Number of trading days the company be entitled to sell shares | TradingDays | 5 | ||||||||||||
Consulting Agreements [Member] | Fiscal Year 2019 [Member] | |||||||||||||
Restricted common stock issued during period | 3,130,000 | ||||||||||||
Distribution Agreements [Member] | Fiscal Year 2020 [Member] | |||||||||||||
Number of common stock shares issued | 2,450,000 | ||||||||||||
Number of common stock issued | $ | $ 496,261 | ||||||||||||
Stock Purchase Agreements [Member] | Fiscal Year 2020 [Member] | Accredited Investors [Member] | |||||||||||||
Restricted common stock issued during period | 200,000 | ||||||||||||
Restricted common stock issued during period, value | $ | $ 5,000 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.025 | ||||||||||||
Number of common stock shares issued | 5,470,286 | ||||||||||||
Number of common stock issued | $ | $ 143,420 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Warrant term | 3 years | 3 years | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.75 | $ 0.75 | |||||||||||
Warrants shares awarded | 488,011 | 10,001 | |||||||||||
Florida [Member] | |||||||||||||
Common stock authorized | 400,000,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Common stock authorized | 100,000,000 | ||||||||||||
Minimum [Member] | Fiscal Year 2019 [Member] | Common Stock [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 0.02 | ||||||||||||
Minimum [Member] | Fiscal Year 2020 [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 0.01412 | ||||||||||||
Stock issued during period, per share | $ / shares | 0.039 | ||||||||||||
Minimum [Member] | Open Therapeutics [Member] | Fiscal Year 2020 [Member] | |||||||||||||
Shares issued price per share | $ / shares | 0.08 | ||||||||||||
Minimum [Member] | Investment Agreement [Member] | Tangier's Global, LLC [Member] | |||||||||||||
Amount of shares to sell on a closing date | $ | $ 5,000 | $ 5,000 | |||||||||||
Minimum [Member] | Stock Purchase Agreements [Member] | Fiscal Year 2020 [Member] | Accredited Investors [Member] | |||||||||||||
Shares issued price per share | $ / shares | 0.02 | ||||||||||||
Maximum [Member] | |||||||||||||
Common stock authorized | 400,000,000 | ||||||||||||
Maximum [Member] | Fiscal Year 2019 [Member] | Common Stock [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 0.06 | ||||||||||||
Maximum [Member] | Fiscal Year 2020 [Member] | |||||||||||||
Shares issued price per share | $ / shares | 0.04725 | ||||||||||||
Stock issued during period, per share | $ / shares | 0.19 | ||||||||||||
Maximum [Member] | Open Therapeutics [Member] | Fiscal Year 2020 [Member] | |||||||||||||
Shares issued price per share | $ / shares | 0.2092 | ||||||||||||
Maximum [Member] | Investment Agreement [Member] | Tangier's Global, LLC [Member] | |||||||||||||
Amount of shares to sell on a closing date | $ | $ 350,000 | $ 350,000 | |||||||||||
Maximum [Member] | Stock Purchase Agreements [Member] | Fiscal Year 2020 [Member] | Accredited Investors [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 0.07 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Shares, Outstanding, Beginning balance | 1,210,276 | 1,433,611 |
Shares, Granted | ||
Shares, Expired | (488,011) | (223,335) |
Shares, Exercised | ||
Shares, Cancelled | ||
Shares, Outstanding and exercisable, Ending balance | 722,265 | 1,210,276 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.2 | $ 1.06 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | 0.75 | 0.2843 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price, Outstanding and exercisable, Ending balance | $ 1.50 | $ 1.2 |
Weighted Average Remaining Contractual Term, Outstanding, Beginning | 1 year 3 months 11 days | 3 years 7 days |
Weighted Average Remaining Contractual Term, Outstanding and exercisable, Ending | 9 months 29 days | 1 year 3 months 11 days |
Aggregate Intrinsic Value, Outstanding Beginning | ||
Aggregate Intrinsic Value, Outstanding and exercisable, Ending |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 |
Number of Options, Exercisable, Ending Balance | 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 Exercise Price, Exercisable, Ending Balance | $ 7.50 | |
Weighted Average Remaining Contractual Term Outstanding, Beginning | 2 years 10 months 6 days | 3 years 10 months 6 days |
Weighted Average Remaining Contractual Term Outstanding, Ending | 1 year 10 months 6 days | 2 years 10 months 6 days |
Weighted Average Remaining Contractual Term Exercisable , Ending | 1 year 10 months 6 days | |
Aggregate Intrinsic Value Outstanding, Beginning | ||
Aggregate Intrinsic Value Outstanding, Ending | ||
Aggregate Intrinsic Value Exercisable, Ending |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (decrease) in valuation allowance | $ 657,980 | $ 1,516,710 |
United States [Member] | ||
Net operating loss carryforward | $ 20,350,000 | |
Net operating loss carryforward, expiration year | 2038 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income taxes at statutory rate | 21.00% | 21.00% |
State income taxes at statutory rate | 0.00% | 0.00% |
Temporary differences | 2.42% | 1.48% |
Permanent differences | (0.87%) | 0.24% |
Impact of Tax Reform Act | 0.00% | (167.44%) |
Change in valuation allowance | (22.55%) | 144.72% |
Totals | 0.00% | 0.00% |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating losses before non-deductible items | $ 4,269,938 | $ 3,685,807 |
Loss on disposal of fixed assets | 613 | 355 |
Stock-based compensation | 329,214 | 209,591 |
Unrealized gains or losses on investments | (50,290) | (4,258) |
Total deferred tax assets | 4,599,765 | 3,891,495 |
Less: Valuation allowance | (4,599,765) | (3,891,495) |
Net deferred tax assets |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Jan. 24, 2020 | Jan. 06, 2020 | Dec. 18, 2019 | Apr. 08, 2019 | Mar. 21, 2019 | Oct. 31, 2018 | Sep. 04, 2018 | Aug. 25, 2018 | Aug. 20, 2018 | Jul. 15, 2018 | Apr. 02, 2018 | Jun. 29, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 04, 2021 | Dec. 11, 2019 | Dec. 04, 2019 | Aug. 01, 2017 |
Conversion of BTC | $ 26,783 | |||||||||||||||||
Conversion of gold and silver commodities | $ 24,046 | |||||||||||||||||
Loss on transaction | $ 2,737 | |||||||||||||||||
Pre- money valuation amount | $ 10,200,000 | |||||||||||||||||
Honeywood Conversion Agreement [Member] | ||||||||||||||||||
Investment written off | $ 199,119 | |||||||||||||||||
Investment amount | 0 | |||||||||||||||||
Ownership [Member] | ||||||||||||||||||
Ownership interest percentage | 0.42% | |||||||||||||||||
Cost investments | $ 20,400 | |||||||||||||||||
Groestlcoin [Member] | ||||||||||||||||||
Cumulative purchase amount | $ 8,000 | |||||||||||||||||
Purchase of units | 11,922.81 | |||||||||||||||||
Purchase of units, price per share | $ 0.6569 | |||||||||||||||||
Sale of units | 39,862 | |||||||||||||||||
Conversion into BTC | 4.17 | |||||||||||||||||
Sale of units value | $ 32,230 | |||||||||||||||||
Unrealized loss on digital currency exchange | $ 3,143 | |||||||||||||||||
Investment - digital currency | ||||||||||||||||||
Restricted Warrant [Member] | ||||||||||||||||||
Warrants strike price | $ 0.06 | |||||||||||||||||
Unexercised Option [Member] | Subsequent Event [Member] | ||||||||||||||||||
Share price | $ 1.50 | |||||||||||||||||
AYTU Bioscience [Member] | Common Stock [Member] | ||||||||||||||||||
Warrants purchase of common shares | 5,555 | |||||||||||||||||
Warrants strike price | $ 10.80 | |||||||||||||||||
Warrants expired date | Mar. 6, 2023 | |||||||||||||||||
Reverse stock split | 1 for 20 reverse stock split | |||||||||||||||||
AYTU Bioscience [Member] | Warrants [Member] | ||||||||||||||||||
Warrants strike price | $ 9.30 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Restricted Warrant [Member] | ||||||||||||||||||
Warrants purchase of common shares | 250,000 | |||||||||||||||||
Warrants strike price | $ 0.50 | |||||||||||||||||
Warrant term | 3 years | |||||||||||||||||
Warrants purchase of common shares, value | $ 37,500 | |||||||||||||||||
Cost price of warrants | $ 0.15 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock [Member] | ||||||||||||||||||
Warrants purchase of common shares | 320,000 | |||||||||||||||||
Warrants strike price | $ 1.50 | |||||||||||||||||
Warrants expired date | Dec. 13, 2022 | |||||||||||||||||
Warrants description | Since these 550,000 total warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid. | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrants [Member] | ||||||||||||||||||
Warrants strike price | $ 0.06 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Common Stock One [Member] | ||||||||||||||||||
Warrants purchase of common shares | 230,000 | |||||||||||||||||
Warrants strike price | $ 1.50 | |||||||||||||||||
Warrants expired date | Feb. 28, 2022 | |||||||||||||||||
Cost price of warrants | $ 1.06 | |||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrants [Member] | ||||||||||||||||||
Warrants strike price | $ 0.50 | |||||||||||||||||
Honeywood [Member] | Ownership [Member] | ||||||||||||||||||
Ownership interest percentage | 5.00% | |||||||||||||||||
Kudzoo, Inc [Member] | ||||||||||||||||||
Ownership interest percentage | 1.41% | |||||||||||||||||
Cost investments | 37,500 | |||||||||||||||||
Pre- money valuation amount | $ 10,200,000 | $ 10,200,000 | $ 10,200,000 | $ 10,200,000 | $ 10,200,000 | $ 7,500,000 | ||||||||||||
Kudzoo, Inc [Member] | Ownership [Member] | ||||||||||||||||||
Ownership interest percentage | 0.25% | 0.25% | 0.20% | 2.00% | 0.22% | 0.20% | ||||||||||||
Cost investments | $ 25,700 | $ 25,700 | $ 22,000 | $ 20,400 | $ 22,500 | $ 15,000 | ||||||||||||
Kudzoo, Inc [Member] | Subsequent Event [Member] | ||||||||||||||||||
Cost investments | $ 105,600 | |||||||||||||||||
Revaluation of investments | $ 7,500,000 | |||||||||||||||||
Serendipity Brands LLC [Member] | ||||||||||||||||||
Pre- money valuation amount | $ 14,000,000 | |||||||||||||||||
Serendipity Brands LLC [Member] | Ownership [Member] | ||||||||||||||||||
Ownership interest percentage | 0.24% | |||||||||||||||||
Cost investments | $ 35,000 |
Investments - Schedule of Inve
Investments - Schedule of Investment in Trading Securities (Details) - USD ($) | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | ||||
Investment of cost at beginning | $ 317,500 | $ 801,148 | ||||
Investment of purchase | 1,612,010 | |||||
Investment of sales proceeds | 40,000 | (2,195,481) | ||||
Investment of cost at end | 287,500 | 317,500 | ||||
Investment of fair value | 101,200 | 350,400 | ||||
Investment of realized gain (loss) | 99,823 | |||||
Investment of unrealized gain (loss) | (186,300) | [1] | 32,900 | [2] | ||
Green Innovations Ltd (GNIN) [Member] | ||||||
Investment of cost at beginning | [2],[3] | $ 250,000 | ||||
Investment of purchase | [2],[3] | |||||
Investment of sales proceeds | ||||||
Investment of cost at end | [2],[3] | |||||
Investment of fair value | [2],[3] | |||||
Investment of realized gain (loss) | [2],[3] | |||||
Investment of unrealized gain (loss) | [2],[3] | |||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | ||||||
Investment of cost at beginning | 287,500 | [4] | 490,117 | [4] | 490,117 | |
Investment of purchase | [4] | 349,498 | ||||
Investment of sales proceeds | (517,485) | |||||
Investment of cost at end | [4] | 287,500 | 287,500 | |||
Investment of fair value | 101,200 | [4] | 294,400 | [4] | 306,207 | |
Investment of realized gain (loss) | [4] | (34,630) | ||||
Investment of unrealized gain (loss) | [4] | (186,300) | 6,900 | |||
Blink Charging Co (BLNK) [Member] | ||||||
Investment of cost at beginning | [5] | 190,350 | ||||
Investment of purchase | [5] | 151,666 | ||||
Investment of sales proceeds | (367,142) | |||||
Investment of cost at end | [5] | |||||
Investment of fair value | [5] | |||||
Investment of realized gain (loss) | [5] | 25,126 | ||||
Investment of unrealized gain (loss) | [5] | |||||
Blink Charging Co (BLNKW) (Warrants) [Member] | ||||||
Investment of cost at beginning | [5] | 900 | ||||
Investment of purchase | [5] | 162,215 | ||||
Investment of sales proceeds | (468,496) | |||||
Investment of cost at end | [5] | |||||
Investment of fair value | [5] | |||||
Investment of realized gain (loss) | [5] | 305,381 | ||||
Investment of unrealized gain (loss) | [5] | |||||
Aytu BioScience Inc (AYTU) [Member] | ||||||
Investment of cost at beginning | 82,270 | [6] | ||||
Investment of purchase | [6] | 100,030 | ||||
Investment of sales proceeds | (144,094) | |||||
Investment of cost at end | [6] | 82,270 | ||||
Investment of fair value | [6] | 119,947 | ||||
Investment of realized gain (loss) | [6] | (38,206) | ||||
Investment of unrealized gain (loss) | [6] | |||||
Lightbridge Corp. (LTBR) [Member] | ||||||
Investment of cost at beginning | 37,511 | [7] | ||||
Investment of purchase | [7] | 299,028 | ||||
Investment of sales proceeds | (276,159) | |||||
Investment of cost at end | [7] | 37,511 | ||||
Investment of fair value | [7] | $ 29,250 | ||||
Investment of realized gain (loss) | [7] | (60,380) | ||||
Investment of unrealized gain (loss) | [7] | |||||
Pulmatrix Inc. (PULM) [Member] | ||||||
Investment of cost at beginning | [8] | |||||
Investment of purchase | [8] | 204,802 | ||||
Investment of sales proceeds | (183,737) | |||||
Investment of cost at end | [8] | |||||
Investment of fair value | [8] | |||||
Investment of realized gain (loss) | [8] | (21,065) | ||||
Investment of unrealized gain (loss) | [8] | |||||
Axovant Sciences Ltd (AXON) [Member] | ||||||
Investment of cost at beginning | [9] | |||||
Investment of purchase | [9] | 103,938 | ||||
Investment of sales proceeds | (98,433) | |||||
Investment of cost at end | [9] | |||||
Investment of fair value | [9] | |||||
Investment of realized gain (loss) | [9] | (5,505) | ||||
Investment of unrealized gain (loss) | [9] | |||||
Basanite Inc. (BASA) [Member] | ||||||
Investment of cost at beginning | [10] | 30,000 | ||||
Investment of purchase | [10] | 42,998 | ||||
Investment of sales proceeds | 40,000 | (10,821) | ||||
Investment of cost at end | [10] | 30,000 | ||||
Investment of fair value | [10] | 56,000 | ||||
Investment of realized gain (loss) | [10] | 10,000 | (2,177) | |||
Investment of unrealized gain (loss) | [10] | 26,000 | ||||
Achieve Life Sciences (ACHV) [Member] | ||||||
Investment of cost at beginning | [11] | |||||
Investment of purchase | [11] | 177,356 | ||||
Investment of sales proceeds | (112,221) | |||||
Investment of cost at end | [11] | |||||
Investment of fair value | [11] | |||||
Investment of realized gain (loss) | [11] | (65,135) | ||||
Investment of unrealized gain (loss) | [11] | |||||
Decision Diagnostics (DECN) [Member] | ||||||
Investment of cost at beginning | [12] | |||||
Investment of purchase | [12] | 20,479 | ||||
Investment of sales proceeds | (16,893) | |||||
Investment of cost at end | [12] | |||||
Investment of fair value | [12] | |||||
Investment of realized gain (loss) | [12] | (3,586) | ||||
Investment of unrealized gain (loss) | [12] | |||||
[1] | This amount represents the cumulative unrealized gain as of March 31, 2020, which includes $193,200 for the year ended March 31, 2020. | |||||
[2] | Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was a cumulative unrealized gain on trading securities of $223,349 on these investments. | |||||
[3] | 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 year ended March 31, 2019, there was a realized gain of $125. | |||||
[4] | 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 year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of December 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. | |||||
[5] | 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's investment in BLINK common stock and warrants had a cost of $191,250, 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 $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) 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 $468,496 (average price per warrant of $1.60) realizing a gain of $305,381. | |||||
[6] | 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 gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 on this holding. | |||||
[7] | 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 year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. | |||||
[8] | During the year ended March 31, 2019, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the year ended March 31, 2019, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. | |||||
[9] | During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. | |||||
[10] | On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). During the year ended March 31, 20120, the Company sold its 400,000 shares for $40,000 ($0.10 per share) recognizing a profit of $10,000. | |||||
[11] | During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. | |||||
[12] | During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. |
Investments - Schedule of In_2
Investments - Schedule of Investment in Trading Securities (Details) (Parenthetical) - USD ($) | Jul. 09, 2018 | Jul. 05, 2018 | Mar. 26, 2018 | Mar. 12, 2018 | Mar. 08, 2018 | Mar. 02, 2018 | Feb. 14, 2018 | Dec. 11, 2017 | Jul. 31, 2018 | Mar. 31, 2020 | Jun. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 11, 2019 | Dec. 04, 2019 | Dec. 31, 2018 | ||||
Investment unrealized gain (loss) | $ (219,200) | $ 223,349 | ||||||||||||||||||||
Investment cost | $ 317,500 | 317,500 | 801,148 | |||||||||||||||||||
Investment realized gain (loss) | 10,000 | 99,823 | ||||||||||||||||||||
Fair value of investment | 101,200 | 101,200 | 350,400 | |||||||||||||||||||
Investment of cost net | 287,500 | 287,500 | 317,500 | |||||||||||||||||||
Restricted Warrant [Member] | ||||||||||||||||||||||
Warrants strike price | $ 0.06 | |||||||||||||||||||||
Green Innovations Ltd (GNIN) [Member] | ||||||||||||||||||||||
Investment unrealized gain (loss) | 193,200 | 223,349 | ||||||||||||||||||||
Proceeds from investment | $ 6,815 | |||||||||||||||||||||
Investment cost | [1],[2] | 250,000 | ||||||||||||||||||||
Investment realized gain (loss) | 243,185 | |||||||||||||||||||||
Comprehensive gain | 125 | |||||||||||||||||||||
Fair value of investment | [1],[2] | |||||||||||||||||||||
Investment of cost net | [1],[2] | |||||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | ||||||||||||||||||||||
Investment unrealized gain (loss) | 6,900 | 183,910 | ||||||||||||||||||||
Proceeds from investment | 517,485 | |||||||||||||||||||||
Investment cost | 287,500 | [3] | 287,500 | [3] | 490,117 | [3] | 490,117 | |||||||||||||||
Investment realized gain (loss) | $ 34,630 | |||||||||||||||||||||
Number of common stock shares purchased | 59,380 | |||||||||||||||||||||
Fair value of investment | 101,200 | [3] | 101,200 | [3] | $ 294,400 | [3] | 306,207 | |||||||||||||||
Number of common stock shares purchased value | $ 61,998 | |||||||||||||||||||||
Share issued price per share | $ 1.04 | |||||||||||||||||||||
Number of common stock sold shares | 389,380 | |||||||||||||||||||||
Sale of stock price per share | $ 1.33 | |||||||||||||||||||||
Investment of cost net | [3] | 287,500 | $ 287,500 | $ 287,500 | ||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Warrants [Member] | ||||||||||||||||||||||
Warrants strike price | $ 0.50 | |||||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Restricted Warrant [Member] | ||||||||||||||||||||||
Warrants purchase of common shares | 250,000 | |||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Warrants strike price | $ 0.50 | |||||||||||||||||||||
Warrants purchase of common shares, value | $ 37,500 | |||||||||||||||||||||
Cost price of warrants | $ 0.15 | |||||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||
Investment unrealized gain (loss) | $ 120,635 | |||||||||||||||||||||
Number of common stock shares purchased | 230,000 | |||||||||||||||||||||
Number of common stock shares purchased value | $ 287,500 | |||||||||||||||||||||
VistaGen Therapeutics, Inc. (VTGN) [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 | |||||||||||||||||||||
Additional number of common stock purchased | 10,000 | |||||||||||||||||||||
Blink Charging Co (BLNK) [Member] | ||||||||||||||||||||||
Investment cost | [4] | 190,350 | ||||||||||||||||||||
Fair value of investment | [4] | |||||||||||||||||||||
Investment of cost net | [4] | |||||||||||||||||||||
Participated in underwritten public offering amount | $ 18,500,250 | |||||||||||||||||||||
Blink Charging Co (BLNK) [Member] | Warrants [Member] | ||||||||||||||||||||||
Investment unrealized gain (loss) | 35,955 | |||||||||||||||||||||
Fair value of investment | 155,295 | |||||||||||||||||||||
Investment of cost net | 191,250 | |||||||||||||||||||||
Blink Charging Co (BLNK) [Member] | Balance Sheet Cash [Member] | ||||||||||||||||||||||
Investment cost | $ 191,250 | |||||||||||||||||||||
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | ||||||||||||||||||||||
Proceeds from investment | $ 367,142 | |||||||||||||||||||||
Investment realized gain (loss) | $ 25,126 | |||||||||||||||||||||
Number of common stock shares purchased | 41,018 | |||||||||||||||||||||
Warrants purchase of common shares | 45,000 | 208,800 | ||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||
Warrants strike price | $ 4.25 | $ 0.77 | ||||||||||||||||||||
Number of common stock shares purchased value | $ 151,666 | |||||||||||||||||||||
Share issued price per share | 3.69 | |||||||||||||||||||||
Number of common stock sold shares | 86,018 | |||||||||||||||||||||
Sale of stock price per share | $ 4.26 | |||||||||||||||||||||
Sale of warrants purchased | 298,800 | |||||||||||||||||||||
Sale of warrant purchased value | $ 468,496 | |||||||||||||||||||||
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Additional number of common stock purchased | 90,000 | |||||||||||||||||||||
Blink Charging Co (BLNK) [Member] | Warrants [Member] | ||||||||||||||||||||||
Investment realized gain (loss) | $ 305,381 | |||||||||||||||||||||
Warrants strike price | $ 1.60 | |||||||||||||||||||||
Aytu BioScience Inc (AYTU) [Member] | ||||||||||||||||||||||
Proceeds from investment | 144,094 | |||||||||||||||||||||
Investment cost | 82,270 | [5] | ||||||||||||||||||||
Investment realized gain (loss) | $ 38,206 | |||||||||||||||||||||
Number of common stock shares purchased | 260,000 | |||||||||||||||||||||
Fair value of investment | [5] | 119,947 | ||||||||||||||||||||
Number of common stock shares purchased value | $ 100,830 | |||||||||||||||||||||
Share issued price per share | $ 0.38 | |||||||||||||||||||||
Number of common stock sold shares | 448,300 | |||||||||||||||||||||
Sale of stock price per share | $ 0.32 | |||||||||||||||||||||
Investment of cost net | [5] | 82,270 | ||||||||||||||||||||
Aytu BioScience Inc (AYTU) [Member] | Common Stock [Member] | ||||||||||||||||||||||
Investment unrealized gain (loss) | 37,677 | |||||||||||||||||||||
Number of common stock shares purchased | 188,300 | 188,300 | ||||||||||||||||||||
Lightbridge Corp. (LTBR) [Member] | ||||||||||||||||||||||
Investment unrealized gain (loss) | 8,261 | |||||||||||||||||||||
Proceeds from investment | 276,159 | |||||||||||||||||||||
Investment cost | 37,511 | [6] | ||||||||||||||||||||
Investment realized gain (loss) | $ 60,380 | |||||||||||||||||||||
Number of common stock shares purchased | 287,405 | |||||||||||||||||||||
Fair value of investment | [6] | 29,250 | ||||||||||||||||||||
Number of common stock shares purchased value | $ 295,625 | |||||||||||||||||||||
Share issued price per share | $ 1.03 | |||||||||||||||||||||
Number of common stock sold shares | 312,405 | |||||||||||||||||||||
Sale of stock price per share | $ 0.884 | |||||||||||||||||||||
Investment of cost net | [6] | $ 37,511 | ||||||||||||||||||||
Lightbridge Corp. (LTBR) [Member] | Common Stock [Member] | ||||||||||||||||||||||
Number of common stock shares purchased | 25,000 | |||||||||||||||||||||
Pulmatix Inc PULM [Member] | ||||||||||||||||||||||
Proceeds from investment | 183,747 | |||||||||||||||||||||
Investment realized gain (loss) | $ 21,065 | |||||||||||||||||||||
Number of common stock shares purchased | 391,514 | |||||||||||||||||||||
Number of common stock shares purchased value | $ 204,802 | |||||||||||||||||||||
Share issued price per share | $ 0.52 | |||||||||||||||||||||
Number of common stock sold shares | 391,514 | |||||||||||||||||||||
Sale of stock price per share | $ 0.47 | |||||||||||||||||||||
Axovant Sciences Ltd (AXON) [Member] | ||||||||||||||||||||||
Proceeds from investment | $ 98,433 | |||||||||||||||||||||
Investment cost | [7] | |||||||||||||||||||||
Investment realized gain (loss) | $ 5,505 | |||||||||||||||||||||
Number of common stock shares purchased | 40,000 | |||||||||||||||||||||
Fair value of investment | [7] | |||||||||||||||||||||
Number of common stock shares purchased value | $ 103,938 | |||||||||||||||||||||
Share issued price per share | $ 2.60 | |||||||||||||||||||||
Number of common stock sold shares | 40,000 | |||||||||||||||||||||
Sale of stock price per share | $ 2.46 | |||||||||||||||||||||
Investment of cost net | [7] | |||||||||||||||||||||
Basanite Industries Inc. (BASA) [Member] | ||||||||||||||||||||||
Proceeds from investment | $ 10,821 | |||||||||||||||||||||
Investment realized gain (loss) | $ 2,177 | |||||||||||||||||||||
Number of common stock shares purchased | 100,000 | |||||||||||||||||||||
Number of common stock shares purchased value | $ 12,998 | |||||||||||||||||||||
Share issued price per share | $ 0.13 | |||||||||||||||||||||
Number of common stock sold shares | 100,000 | |||||||||||||||||||||
Sale of stock price per share | $ 0.11 | |||||||||||||||||||||
Basanite Industries Inc. (BASA) [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||
Investment realized gain (loss) | $ 10,000 | |||||||||||||||||||||
Number of common stock shares purchased | 400,000 | |||||||||||||||||||||
Number of common stock shares purchased value | $ 30,000 | |||||||||||||||||||||
Share issued price per share | $ 0.075 | |||||||||||||||||||||
Number of common stock sold shares | 400,000 | |||||||||||||||||||||
Sale of stock price per share | $ 0.10 | $ 0.10 | ||||||||||||||||||||
Number of common stock shares sales value | $ 40,000 | |||||||||||||||||||||
Achieve Life Sciences (ACHV) [Member] | ||||||||||||||||||||||
Proceeds from investment | 112,221 | |||||||||||||||||||||
Investment cost | [8] | |||||||||||||||||||||
Investment realized gain (loss) | $ 65,135 | |||||||||||||||||||||
Number of common stock shares purchased | 44,000 | |||||||||||||||||||||
Fair value of investment | [8] | |||||||||||||||||||||
Number of common stock shares purchased value | $ 177,355 | |||||||||||||||||||||
Share issued price per share | $ 4.03 | |||||||||||||||||||||
Number of common stock sold shares | 44,000 | |||||||||||||||||||||
Sale of stock price per share | $ 2.55 | |||||||||||||||||||||
Investment of cost net | [8] | |||||||||||||||||||||
Decision Diagnostics (DECN) [Member] | ||||||||||||||||||||||
Proceeds from investment | 16,893 | |||||||||||||||||||||
Investment cost | [9] | |||||||||||||||||||||
Investment realized gain (loss) | $ 3,586 | |||||||||||||||||||||
Number of common stock shares purchased | 450,000 | |||||||||||||||||||||
Fair value of investment | [9] | |||||||||||||||||||||
Number of common stock shares purchased value | $ 20,480 | |||||||||||||||||||||
Share issued price per share | $ 0.046 | |||||||||||||||||||||
Sale of stock price per share | $ 0.038 | |||||||||||||||||||||
Investment of cost net | [9] | |||||||||||||||||||||
[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 year ended March 31, 2019, there was a realized gain of $125. | |||||||||||||||||||||
[2] | Represents the Unrealized Gain (Loss) at March 31, 2019 for securities being held by the Company. For the year ended March 31, 2019, there was a cumulative unrealized gain on trading securities of $223,349 on these investments. | |||||||||||||||||||||
[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 year ended March 31, 2019, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the year ended March 31, 2019 for a cost of $287,500. On December 11, 2019, the Company purchased 250,000 three-year restricted warrant at a cost of $0.15 each (total value of $37,500). As of December 31, 2019, the Company has an unrealized gain on these shares in the amount of $6,900, and for the year ended March 31, 2019 has recorded a total realized loss of $34,630 in VTGN. As December 31, 2019, these shares were on deposit held with a broker. | |||||||||||||||||||||
[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's investment in BLINK common stock and warrants had a cost of $191,250, 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 $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) 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 $468,496 (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 gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the year ended March 31, 2019, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the year ended March 31, 2019, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the year ended March 31, 2019, the Company had a realized loss of $38,206 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 year ended March 31, 2019, the Company purchased 287,405 shares of LTBR for $295,625 (average of $1.03 per share). During the year ended March 31, 2019, the Company sold 312,405 shares of LTBR for $276,159 (average price per share of $0.884) realizing a loss of $60,380. | |||||||||||||||||||||
[7] | During the year ended March 31, 2019, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the year ended March 31, 2019, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. | |||||||||||||||||||||
[8] | During the year ended March 31, 2019, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the year ended March 31, 2019, the Company sold all 44,000 shares for $112,221 ($2.55 per share) for a realized loss of $65,135. | |||||||||||||||||||||
[9] | During the year ended March 31, 2019, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the year ended March 31, 2019, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Investment-trading securities | $ 101,200 | $ 350,400 |
Kudzoo [Member] | ||
Cost method investments | 105,600 | 37,500 |
Serendipity Brands [Member] | ||
Cost method investments | 35,000 | 35,000 |
Level 1 [Member] | ||
Investment-trading securities | 101,200 | 350,400 |
Level 1 [Member] | Kudzoo [Member] | ||
Cost method investments | ||
Level 1 [Member] | Serendipity Brands [Member] | ||
Cost method investments | ||
Level 2 [Member] | ||
Investment-trading securities | ||
Level 2 [Member] | Kudzoo [Member] | ||
Cost method investments | ||
Level 2 [Member] | Serendipity Brands [Member] | ||
Cost method investments | ||
Level 3 [Member] | ||
Investment-trading securities | ||
Level 3 [Member] | Kudzoo [Member] | ||
Cost method investments | 105,600 | 37,500 |
Level 3 [Member] | Serendipity Brands [Member] | ||
Cost method investments | $ 35,000 | $ 35,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounts Receivable [Member] | One Supplier [Member] | ||
Concentration of risk percentage | 84.80% | 100.00% |
Sales Revenue [Member] | One Supplier [Member] | ||
Concentration of risk percentage | 84.80% | |
Sales Revenue [Member] | Two Customers [Member] | ||
Concentration of risk percentage | 41.20% | |
Sales Revenue [Member] | One Customer [Member] | ||
Concentration of risk percentage | 97.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 29, 2020USD ($)$ / sharesshares | Jun. 26, 2020USD ($)$ / shares | May 26, 2020USD ($)$ / sharesshares | May 24, 2020USD ($) | May 18, 2020USD ($)$ / sharesshares | May 08, 2020USD ($)$ / shares | Apr. 30, 2020USD ($)TradingDaysshares | Apr. 17, 2020USD ($)TradingDays$ / sharesshares | Apr. 03, 2020USD ($)$ / sharesshares | Apr. 03, 2020USD ($)$ / sharesshares | Mar. 23, 2020USD ($)$ / shares | Mar. 17, 2020USD ($) | Mar. 05, 2020shares | Jan. 21, 2020shares | Jan. 17, 2020USD ($)$ / shares | Jan. 15, 2020USD ($) | Dec. 18, 2019USD ($) | Sep. 13, 2019 | Jun. 21, 2019USD ($) | May 24, 2019USD ($) | Jun. 29, 2020USD ($)$ / sharesshares | Jun. 25, 2020shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 24, 2020USD ($) | Apr. 08, 2019USD ($) |
Number of common stock shares issued for cash | $ 244,420 | $ 331,200 | ||||||||||||||||||||||||
Conversion of convertible debt, amount | 218,460 | 21,000 | ||||||||||||||||||||||||
Accrued interest | 39,384 | 30,780 | ||||||||||||||||||||||||
Net of convertible note | 971,100 | 580,750 | ||||||||||||||||||||||||
Legal fees | 24,900 | 4,500 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Odyssey Note [Member] | ||||||||||||||||||||||||||
Accrued interest | 3,507 | |||||||||||||||||||||||||
Debt conversion, description | The Company issued irrevocable transfer agent instructions reserving 22,084,000 shares (the "Share Reserve") of its Common Stock for conversions under this Odyssey Note. Odyssey shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals four hundred percent of the number of shares of Company common stock issuable upon conversion of the Odyssey Note so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. Upon full conversion or repayment of this Odyssey Note, any shares remaining in the Share Reserve shall be cancelled. | The Company issued irrevocable transfer agent instructions reserving 22,727,000 shares (the "Share Reserve") of its Common Stock for conversions under this Note. The Investor shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals four hundred percent of the number of shares of Company common stock issuable upon conversion of the Note so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available to do so. Upon full conversion or repayment of this Odyssey Note, any shares remaining in the Share Reserve shall be cancelled. | ||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | ||||||||||||||||||||||||||
Debt principal amount | $ 80,000 | |||||||||||||||||||||||||
GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0524 | |||||||||||||||||||||||||
Accrued interest | 1,784 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||
Debt principal amount | $ 110,000 | $ 60,000 | $ 60,000 | |||||||||||||||||||||||
Notes maturity date | Jan. 21, 2021 | Jun. 21, 2020 | May 23, 2020 | |||||||||||||||||||||||
Original issue of discount | $ 10,000 | $ 5,000 | $ 5,000 | |||||||||||||||||||||||
Lowest daily volume weighted average price, percent | 65.00% | 66.00% | 66.00% | |||||||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 55% instead of 65% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. The Company may not redeem the GS Capital Note after the 180th day from entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,150,000 shares of its Common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution and shall maintain a 2.5 times reserve for the amount then outstanding. Upon full conversion or repayment of this Note, any shares remaining in the Share Reserve shall be cancelled. | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 56% instead of 66% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. During the first six months that the GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days. | ||||||||||||||||||||||||
Adar Alef, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Redeemable Note [Member] | ||||||||||||||||||||||||||
Accrued interest | 723 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||
Debt principal amount | $ 44,000 | |||||||||||||||||||||||||
Notes maturity date | Jan. 15, 2021 | |||||||||||||||||||||||||
Original issue of discount | $ 4,000 | |||||||||||||||||||||||||
Net of convertible note | $ 37,800 | |||||||||||||||||||||||||
Lowest daily volume weighted average price, percent | 65.00% | |||||||||||||||||||||||||
Debt conversion, description | The face value amount 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 65% 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 20 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 55% instead of 65% while that "chill" is in effect. | |||||||||||||||||||||||||
Debt instrument redemption, description | The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the Conversion Price described in Section 4(a) shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 6,296,000 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. | |||||||||||||||||||||||||
Legal fees | $ 2,200 | |||||||||||||||||||||||||
Adar Alef, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||
Accrued interest | 135 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||
Debt principal amount | $ 44,000 | |||||||||||||||||||||||||
Notes maturity date | Mar. 17, 2021 | |||||||||||||||||||||||||
Original issue of discount | $ 4,000 | |||||||||||||||||||||||||
Net of convertible note | $ 37,800 | |||||||||||||||||||||||||
Lowest daily volume weighted average price, percent | 65.00% | |||||||||||||||||||||||||
Debt conversion, description | The face value amount 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 65% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market for the 20 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 55% instead of 65% 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. During the first 180 days following entry into this note, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. This Note may not be prepaid after the 6-month anniversary of entry. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the Conversion Price described in Section 4(a) shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The Company shall establish an initial reserve of 7,584,500 shares of its common stock and at all times reserve a minimum of 4 times the amount of shares required if the note were to fully convert. | |||||||||||||||||||||||||
Legal fees | $ 2,200 | |||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||
Accrued interest | 94 | |||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | |||||||||||||||||||||||||
Debt principal amount | $ 43,050 | |||||||||||||||||||||||||
Notes maturity date | Sep. 23, 2020 | |||||||||||||||||||||||||
Original issue of discount | $ 2,050 | |||||||||||||||||||||||||
Debt instrument redemption, description | (i) if the redemption is within the first 30 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 31st day, but by the 60th day of the issuance date, then for an amount equal to 115%, (iii) if the redemption is after the 61st day, but by the 90th day of the issuance date, then for an amount equal to 120%, (iv) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 133%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock five times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers's sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company's Common Stock during the 20 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the discount will be increased by 5%, i.e., from 35% to 40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%. Tangiers may not engage in any "shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. In the "Event of Default", defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its "filing" obligations under the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Tangiers with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float within 1 Trading Day of request by Tangiers; (xii) failure by the Company to maintain the Required Reserve; (xiii) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Tangiers of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Tangiers or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Tangiers of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers's election, immediately due and payable in cash at the "Mandatory Default Amount". The Mandatory Default Amount means 33% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note's "guaranteed" interest, at a rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law. | |||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.03 | |||||||||||||||||||||||||
Tangier's Global, LLC [Member] | Investment Agreement [Member] | ||||||||||||||||||||||||||
Number of common stock on sale transaction shares | shares | 76,000,000 | 76,000,000 | 5,750,000 | |||||||||||||||||||||||
Odyssey Capital, LLC [Member] | Odyssey Note [Member] | ||||||||||||||||||||||||||
Debt conversion, description | (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the Investor the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the Odyssey Note shall increase by 50%; or (iv) if the Odyssey Note is not paid at maturity, the outstanding principal due under this Odyssey Note shall increase by 10%. | |||||||||||||||||||||||||
Odyssey Capital, LLC [Member] | Securities Purchase Agreement [Member] | Odyssey Note [Member] | ||||||||||||||||||||||||||
Accrued interest | $ 2,279 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||
Debt principal amount | $ 100,000 | |||||||||||||||||||||||||
Notes maturity date | Dec. 18, 2020 | |||||||||||||||||||||||||
Original issue of discount | $ 5,000 | |||||||||||||||||||||||||
Lowest daily volume weighted average price, percent | 64.00% | |||||||||||||||||||||||||
Debt conversion, description | The Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 54% instead of 64% while that "Chill" is in effect. In no event shall the Investor be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by Odyssey and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days' prior written notice by Odyssey). During the first 180 calendar days that the Odyssey Note is in effect, the Company may redeem the Odyssey Note by paying to Odyssey an amount as follows: (i) if the redemption is within the first 60 days of the issuance date, then for an amount equal to 125% of the unpaid principal amount of this Odyssey Note along with any interest that has accrued during that period, (ii) if the redemption is after the 61st day, but by the 120th day of the issuance date, then for an amount equal to 135% of the unpaid principal amount of this Odyssey Note along with any accrued interest, and (iii) if the redemption is after the 120th day, but less than the 180th day of the issuance date, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. The Company may not redeem the Odyssey Note after the 180th day from entering into it. | |||||||||||||||||||||||||
Kudzoo, Inc [Member] | ||||||||||||||||||||||||||
Cost method investments | $ 37,500 | |||||||||||||||||||||||||
Ownership interest percentage | 1.41% | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Common stock issued to consultant for service share | shares | 1,000,000 | |||||||||||||||||||||||||
Commitment shares relative to convertible notes shares issued | shares | 525,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Collaboration Agreement [Member] | Aegea Biotechnologies Inc [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 45,861 | |||||||||||||||||||||||||
Number of common stock shares issued for cash | $ 183,443 | |||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 4 | |||||||||||||||||||||||||
Line of Credit | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||
Number of common stock on sale transaction shares | shares | 10,000,000 | |||||||||||||||||||||||||
Net proceeds from sale of stock, percentage | 70.00% | |||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 4 | $ 4 | ||||||||||||||||||||||||
Collaboration agreement, description | Pursuant to the amended terms of the Collaboration Agreement, following the initial sale of 10,000,000 shares of our common stock under the ELOC, twentyy percent (20%) of all subsequent net proceeds from the sale of shares under the ELOC shall be used to purchase additional shares of common stock of Aegea at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. | |||||||||||||||||||||||||
Current pre-money valuation amount | $ 25,000,000 | |||||||||||||||||||||||||
Investment | 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||||
Re-negotiated by parties of investment | 2,000,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Collaboration Agreement [Member] | Aegea Biotechnologies Inc [Member] | Unregistered Common Stock [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 5,000,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Aegea Biotechnologies Inc [Member] | Collaboration Agreement [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 10,000,000 | |||||||||||||||||||||||||
Line of Credit | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||
Net proceeds from sale of stock, percentage | 70.00% | |||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 4 | $ 4 | ||||||||||||||||||||||||
Collaboration agreement, description | Collaboration Agreement, following the initial sale of 10,000,000 shares of our common stock under the ELOC, twenty percent (20%) of all subsequent net proceeds from the sale of shares under the ELOC shall be used to purchase additional shares of common stock of Aegea at a purchase price of $4.00 per share. The $4.00 stock price corresponds to a current pre-money valuation of Aegea of $25,000,000 for each tranche of cash, up to the first $2,000,000 of our investment in Aegea. The valuation will be reassessed and reset by the parties after the first $2,000,000 of Tauriga's investment is received by Aegea. In addition, as part of our agreement with Aegea, On May 26, 2020, Tauriga also issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. The Collaboration Agreement commenced upon signing and will continue indefinitely, unless amended or terminated by mutual written agreement of the parties. | |||||||||||||||||||||||||
Subsequent Event [Member] | GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.03 | |||||||||||||||||||||||||
Number of shares issued for conversion of convertible notes | shares | 5,717,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||
Debt principal amount | $ 55,000 | |||||||||||||||||||||||||
Notes maturity date | Apr. 17, 2021 | |||||||||||||||||||||||||
Original issue of discount | $ 5,000 | |||||||||||||||||||||||||
Net of convertible note | $ 50,000 | |||||||||||||||||||||||||
Lowest daily volume weighted average price, percent | 65.00% | |||||||||||||||||||||||||
Trading days | TradingDays | 20 | |||||||||||||||||||||||||
Debt conversion, description | Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company's common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of 65% while that "Chill" is in effect. In no event shall the holder be allowed to affect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company. | |||||||||||||||||||||||||
Debt instrument redemption, description | The GS Capital Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. The GS Note may not be redeemed after 180 days after entering into it. Upon an event of default, among other default provisions set forth in the GS Capital Note, (i) interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. (ii) if the Company shall fail to deliver to the holder the shares of common stock without restrictive legend (when permissible in accordance with applicable law) within three (3) business days of its receipt of a notice of conversion, then the Company shall pay a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company (which shall be increased to $500 per day beginning on the 10th day); (iii) if the Company's stock ceases to be listed on an exchange, its stock is suspended from trading for more than 10 consecutive trading days or the Company ceases to file its reports with the SEC under the Securities Exchange Act of 1934, as amended, then the outstanding principal due under the GS Capital Note shall increase by 50%; or (iv) if the GS Capital Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. In connection with the GS Capital Note, the Company issued irrevocable transfer agent instructions reserving 5,717,000 shares of its common Stock for conversions under this Note (the "Share Reserve") within 5 days from the date of execution, and shall maintain a 2.5 times reserve for the amount then outstanding. | |||||||||||||||||||||||||
Restricted common stock issued during period, shares | shares | 150,000 | |||||||||||||||||||||||||
Restricted common stock issued during period | $ 5,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Adar Alef, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | ||||||||||||||||||||||||||
Number of shares issued for conversion of convertible notes | shares | 7,736,000 | |||||||||||||||||||||||||
Notes maturity date | Apr. 30, 2021 | |||||||||||||||||||||||||
Net of convertible note | $ 37,800 | |||||||||||||||||||||||||
Lowest daily volume weighted average price, percent | 65.00% | |||||||||||||||||||||||||
Trading days | TradingDays | 20 | |||||||||||||||||||||||||
Debt conversion, description | In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 55% instead of 65% 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. During the first 6 months following the Issuance Date, the Company may redeem this Note by paying to the Holder an amount equal to the sum of 140% of the face amount plus any accrued interest. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid, and the Company may not redeem this Note. In the event this Note is not prepaid within the 6-month period, the conversion Price described above shall be decreased from 65% to 60% (reflecting an effective conversion discount of 40%). Further, certain events of default may trigger penalty and liquidated damage provisions. (This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. | |||||||||||||||||||||||||
Legal fees | $ 2,200 | |||||||||||||||||||||||||
Subsequent Event [Member] | Adar Alef, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Redeemable Note [Member] | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||
Debt principal amount | $ 44,000 | |||||||||||||||||||||||||
Original issue of discount | $ 4,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Tangier's Global, LLC [Member] | ||||||||||||||||||||||||||
Original issue of discount | $ 1,250 | |||||||||||||||||||||||||
Transfer agent fees | $ 2,000 | |||||||||||||||||||||||||
Default percentage | 15.00% | |||||||||||||||||||||||||
Subsequent Event [Member] | Tangier's Global, LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 5.00% | ||||||||||||||||||||||||
Debt principal amount | $ 200,000 | $ 102,500 | $ 210,000 | |||||||||||||||||||||||
Notes maturity date | Nov. 8, 2020 | |||||||||||||||||||||||||
Original issue of discount | $ 10,000 | $ 2,500 | $ 10,000 | |||||||||||||||||||||||
Net of convertible note | $ 50,000 | |||||||||||||||||||||||||
Debt conversion, description | This note has a fixed conversion price of $0.03 per share. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock three times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company’s Common Stock during the 15 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 30% to 45%. Tangiers may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. | In the event of default this note will accrue at a rate of 15% per annum or the highest rate permitted by law. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve and keep available for Tangiers, out of its authorized and unissued Common Stock three times the number of shares of Common Stock as shall be issuable upon the full conversion of this Note. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Tangiers shall have the right, at the Tangiers's sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Variable Conversion Price which shall be equal to the lower of: (a) the Fixed Conversion Price or (b) 70% of the lowest volume weighted average price of the Company's Common Stock during the 15 consecutive Trading Days prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on "chilled" status with the DTC, the discount shall be increased by 10%, i.e., from 30% to 40%, until such chill is remedied. If the Company is not DWAC eligible through their transfer agent and DTC's FAST system, the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 30% to 45%. Tangiers may not engage in any 'shorting" or "hedging" transaction(s) in the Common Stock of the Company prior to conversion. | ||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.03 | $ 0.03 | ||||||||||||||||||||||||
Default description | In the "Event of Default", defined (i) a default in payment of any amount due hereunder; (ii) a default in the timely issuance of underlying shares, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (vii) any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its "filing" obligations under the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the Tangiers with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float within 1 Trading Day of request by Tangiers; (xii) failure by the Company to maintain the Required Reserve; (xiii) failure of Company's Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure by Company to notify Tangiers of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the "SEC") under Sections 12(j) or 12(k) of the 1934 Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Tangiers or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix) failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Tangiers of a change in the Use of Proceeds. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers's election, immediately due and payable in cash at the "Mandatory Default Amount". The Mandatory Default Amount means 20% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. | |||||||||||||||||||||||||
Transfer agent fees | $ 2,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Tangier's Global, LLC [Member] | Investment Agreement [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 5,750,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Firstfire Global Opportunities Fund, LLC [Member] | ||||||||||||||||||||||||||
Borrower transaction description | If the borrower exercises its right to prepay the note at any time from the 31st calendar day through the 60th calendar day following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. If the borrower exercises its right to prepay the note at any time from the 61st calendar day through the 120th calendar day following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 135% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. If the borrower exercises its right to prepay the note at any time from the 121st calendar day through the 180th calendar day following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 140% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. It shall be considered an event of default if any of the following events shall occur: (a) Failure to Pay Principal or Interest; (b) the borrower fails to issue conversion shares to the holder upon exercise by the holder of the conversion rights; (c) the borrower breaches any material agreement, covenant or other material term or condition contained in the purchase agreement, this note, the irrevocable transfer agent instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith; (d) any representation or warranty of the borrower made in the purchase agreement, this note, the irrevocable transfer agent instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect; (e) the borrower or any subsidiary of the borrower shall make an assignment for the benefit of creditors; (f) any money judgment, writ or similar process shall be entered or filed against the borrower or any subsidiary of the borrower or any of its property or other assets for more than $100,000; (g) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the borrower or any subsidiary of the borrower; (h) delisting of common stock; (i) failure to comply with the reporting requirements of the 1934 Act and/or the borrower shall cease to be subject to the reporting requirements of the 1934 Act; (j) any dissolution, liquidation, or winding up of borrower or any substantial portion of its business; (k) cessation of operations; (l) failure by borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business; (m) financial statement restatement from two years prior to the issue date of this note and until this note is no longer outstanding, whereby the restatement, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the holder with respect to this note or the purchase agreement; (n) the borrower effectuates a reverse split of its common stock without twenty (20) days prior written notice to the holder; (o) replacement of transfer agent whereby the borrower fails to provide, prior to the effective date of such replacement, a fully executed irrevocable transfer agent instructions in a form as initially delivered pursuant to the SPA; (p) the DTC places a "chill" on any of the borrower's securities (q) any court of competent jurisdiction issues an order declaring this note, the SPA or any provision hereunder or thereunder to be illegal; (r) the common stock is not eligible for trading through the DTC's Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs; (s) declaration of an event of default by any lender or other extender of after the passage of all applicable notice and cure or grace periods; (t) borrower loses the "bid" price for its Common Stock; (u) attempt by the borrower to transmit, convey or disclose material non-public information concerning the borrower which is not immediately cured by borrower filing a Form 8-K pursuant to Regulation FD on that same date; (v) at any time on or after the date which is six (6) months after the issue date, the holder is unable to obtain a standard "144 legal opinion letter" from an attorney reasonably acceptable to the holder; (y) delisting or suspension of trading of common stock. | |||||||||||||||||||||||||
Repayment multiplied percentage | 150.00% | |||||||||||||||||||||||||
Subsequent Event [Member] | Firstfire Global Opportunities Fund, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Commitment shares relative to convertible notes shares issued | shares | 8,500,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||
Debt principal amount | $ 88,333 | |||||||||||||||||||||||||
Original issue of discount | $ 8,833 | |||||||||||||||||||||||||
Net of convertible note | $ 75,000 | |||||||||||||||||||||||||
Debt conversion, description | Any principal amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) fifteen percent (15%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Holder shall have the right, at any time on or after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest into fully paid and non-assessable shares of Common Stock. In no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding shares of Common Stock. The per share conversion price into which Principal Amount and interest under this Note shall be convertible into shares of Common Stock hereunder shall be equal to 65% multiplied by the average of the two (2) lowest volume weighted average prices of the Common Stock during the fifteen (15) consecutive Trading Day period immediately preceding the date of the respective conversion. The borrower covenants that at all times until the Note is satisfied in full, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 8,500,000 shares of Common Stock or (b) the sum of the number of Conversion Shares issuable upon the full conversion of this Note multiplied by (ii) three and a half (3.5). At any time after the Issue Date, (i) if in the case that the borrower's Common Stock is not deliverable by DWAC, (ii) if the borrower ceases to be a reporting company pursuant or subject to the Exchange Act, (iii) if the borrower loses a market for its common Stock, (iv) if the borrower fails to maintain its status as "DTC Eligible" for any reason, (v) if the Conversion Price is less than one cent ($0.01), (vi) if the Note cannot be converted into free trading shares on or after six months from the Issue Date, (vii) if at any time the borrower does not maintain or replenish the Reserved Amount (as defined herein) within three (3) business days of the request of the Holder, (viii) if the borrower fails to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, (ix) if the borrower fails to comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, the requirements for XBRL filings, the requirements for disclosure of financial statements on its website, (x) if the borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder, (xi) if OTC Markets changes the borrower's designation to 'No Information' (Stop Sign), 'Caveat Emptor' (Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign), (xii) the restatement of any financial statements filed by the borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement, (xiii) any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days, and/or (xiv) the borrower loses the "bid" price for its Common Stock ($0.0001 on the "Ask" with zero market makers on the "Bid" per Level 2), and/or (xv) if the Holder is notified in writing by the Company or the Company's transfer agent that the Company does not have the necessary amount of authorized and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to a Conversion Notice, then in addition to all other remedies under this Note (including but not limited the default provisions provided in this Note), the Holder shall be entitled to increase, by 15% for each occurrence, cumulative or otherwise, the discount to the Conversion Price shall apply for all future conversions under the Note. The Holder maintains the option and sole discretion to increase by Ten Thousand and No/100 United States Dollars ($10,000) per each occurrence described above (under Holder's and borrower's expectation that any principal amount increase will tack back to the Issue Date) the principal amount of the Note instead of applying further discounts to the Conversion Price. At any time prior to or as of the earlier of the (i) the first conversion date and (ii) the 180th calendar day after the issue date, the borrower shall have the right to prepay the outstanding principal amount and interest then due under this note. If the borrower exercises its right to prepay the note at any time within the initial 30 calendar days following the issue date, the borrower shall make payment to the holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount then outstanding plus (x) accrued and unpaid interest on the principal amount. | |||||||||||||||||||||||||
Legal fees | $ 4,500 | |||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Subsequent Event [Member] | Firstfire Global Opportunities Fund, LLC [Member] | Securities Purchase Agreement [Member] | Holder [Member] | ||||||||||||||||||||||||||
Debt principal amount | $ 10,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Odyssey Capital, LLC [Member] | Securities Purchase Agreement [Member] | Odyssey Note [Member] | ||||||||||||||||||||||||||
Accrued interest | $ 4,252 | $ 4,252 | ||||||||||||||||||||||||
Debt principal amount | 100,000 | 100,000 | ||||||||||||||||||||||||
Prepayment of penalty | $ 45,748 | |||||||||||||||||||||||||
Number of shares reserved for satisfaction of note | shares | 22,084,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Kudzoo, Inc [Member] | ||||||||||||||||||||||||||
Cost method investments | $ 105,600 | 105,600 | ||||||||||||||||||||||||
Revaluation of investments | $ 7,500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0318 | $ 0.0318 | ||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||
Number of shares issued for conversion of convertible notes | shares | 20,009,621 | |||||||||||||||||||||||||
Conversion of convertible debt, amount | $ 370,000 | |||||||||||||||||||||||||
Accrued interest | $ 26,841 | $ 26,841 | ||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Investment Agreement [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 5,750,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Aegea Biotechnologies Inc [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 5,000,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||
Number of common stock shares issued | shares | 6,000,000 | |||||||||||||||||||||||||
Number of common stock shares issued for cash | $ 191,000 |