Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Aug. 10, 2020 | Sep. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | Sundance Strategies, Inc. | ||
Entity Central Index Key | 0001171838 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,962,883 | ||
Entity Common Stock, Shares Outstanding | 37,828,441 | ||
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 and cash equivalents | $ 28,784 | $ 579 |
Prepaid expenses and other assets | 2,205 | 5,108 |
Total Current Assets | 30,989 | 5,687 |
Current Liabilities | ||
Accounts payable | 481,716 | 306,871 |
Stock repurchase payable | 400,000 | 400,000 |
Total Current Liabilities | 881,716 | 706,871 |
Long-Term Liabilities | ||
Notes payable, related parties | 2,450,508 | 1,672,008 |
Accrued expenses | 424,954 | 240,163 |
Total Long-Term Liabilities | 2,875,462 | 1,912,171 |
Total Liabilities | 3,757,178 | 2,619,042 |
Stockholders' Deficit | ||
Preferred stock, authorized 10,000,000 shares, par value $0.001; -0- shares issued and outstanding | ||
Common stock, authorized 500,000,000 shares, par value $0.001; 37,828,441 shares issued and outstanding | 37,829 | 37,829 |
Additional paid in capital | 24,191,224 | 24,191,224 |
Accumulated deficit | (27,955,242) | (26,842,408) |
Total Stockholders' Deficit | (3,726,189) | (2,613,355) |
Total Liabilities and Stockholders' Deficit | $ 30,989 | $ 5,687 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares issued | 37,828,441 | 37,828,441 |
Common stock, shares outstanding | 37,828,441 | 37,828,441 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Interest Income on Investment in Net Insurance Benefits | ||
General and Administrative Expenses | 828,446 | 1,094,917 |
Loss from Operations | (828,446) | (1,094,917) |
Other Expense | ||
Impairment of investment in net insurance benefits | (17,840) | |
Interest expense | (174,388) | (93,555) |
Financing expense | (110,000) | (849,806) |
Total Other Expense | (284,388) | (961,201) |
Loss Before Income Taxes | (1,112,834) | (2,056,118) |
Income Tax Provision (Benefit) | ||
Net Loss | $ (1,112,834) | $ (2,056,118) |
Basic and Diluted: | ||
Basic and diluted loss per share | $ (0.03) | $ (0.05) |
Basic and diluted weighted average number of shares outstanding | 37,828,441 | 42,455,217 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2018 | $ 44,129 | $ 24,547,014 | $ (24,786,290) | $ (195,147) |
Balance, shares at Mar. 31, 2018 | 44,128,441 | |||
Issuance of Common Stock in exchange for Net Insurance Benefits | $ 800 | 17,040 | 17,840 | |
Issuance of Common Stock in exchange for Net Insurance Benefits, shares | 800,000 | |||
Cancellation of repurchased shares | $ (8,000) | (392,000) | (400,000) | |
Cancellation of repurchased shares, shares | (8,000,000) | |||
Issuance of Common Stock in lieu of Director Compensation | $ 900 | 19,170 | 20,070 | |
Issuance of Common Stock in lieu of Director Compensation, shares | 900,000 | |||
Net loss | (2,056,118) | (2,056,118) | ||
Balance at Mar. 31, 2019 | $ 37,829 | 24,191,224 | (26,842,408) | (2,613,355) |
Balance, shares at Mar. 31, 2019 | 37,828,441 | |||
Net loss | (1,112,834) | (1,112,834) | ||
Balance at Mar. 31, 2020 | $ 37,829 | $ 24,191,224 | $ (27,955,242) | $ (3,726,189) |
Balance, shares at Mar. 31, 2020 | 37,828,441 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net Loss | $ (1,112,834) | $ (2,056,118) |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Share based compensation - common stock | 20,070 | |
Impairment of net insurance benefits | 17,840 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other assets | 2,903 | (403) |
Accounts payable | 174,845 | 144,277 |
Accrued expenses | 184,791 | 95,511 |
Net Cash used in Operating Activities | (750,295) | (1,778,823) |
Financing Activities | ||
Proceeds from issuance of notes payable, related party | 778,500 | 842,500 |
Net Cash provided by Financing Activities | 778,500 | 842,500 |
Net Change in Cash and Cash Equivalents | 28,205 | (936,323) |
Cash and Cash Equivalents at Beginning of Period | 579 | 936,902 |
Cash and Cash Equivalents at End of Period | 28,784 | 579 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non Cash Financing & Investing Activities, and Other Disclosures | ||
Exchange common stock for Investment in Net Insurance Benefits | 17,840 | |
Repurchase of stock in exchange for Stock Repurchase Payable | $ 400,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | (1) ORGANIZATION AND BASIS OF PRESENTATION Sundance Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance Strategies”, “the Company”, “we” or “our”). The Company is engaged in the business of purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often referred to as the “life settlements market.” Since the Company’s inception its operations have been primarily financed through sales of equity, debt financing from related parties and the issuance of notes payable and convertible debentures. Currently, the Company is focused on the purchase of net insurance benefit contracts (“NIBs”) based on life settlements or life insurance policies. Accounting Treatment When the Company Holds NIBs The Company does not take possession or control of the policies. The owners of the life settlements or life insurance policies (the “Owners” or “the Holders”) acquire such policies at a discount to their face value. On settlement, the Company receives the net insurance benefit after all borrowings, interest and expenses have been paid by the Owners out of the settlement proceeds. The Owners are variable interest entities (VIEs), for which the Company has a variable interest, but is not the primary beneficiary. The Company’s investment in NIBs were issued by the Owners (i.e. the VIEs). The Company’s maximum exposure to loss in the variable interest entities is limited to the investment in NIBs balance. The Company does not have the power to direct activities of the VIEs. Further, the Company does not have the contractual obligation to absorb losses of the VIEs. The investment in NIBs is a residual economic beneficial interest in a portfolio of life insurance contracts that have been financed by an independent third party via a loan from a lender and, in certain cases, insured via a mortality risk insurance product or mortality re-insurance (“MRI”). Future expected cash flow and positive profits are defined as the net insurance proceeds from death benefits after senior debt repayment, mortality risk repayment, and service provider or other third-party payments. When NIBs held by the Company are classified as held-to-maturity the Company accounted for its investment in NIBs at the initial investment value increased for interest income and decreased for cash receipts received by the Company and impairment losses. At the time of transfer or purchase of an investment in NIBs, we estimated the future expected cash flows and determine the effective interest rate based on these estimated cash flows and our initial investment. Based on this effective interest rate, the Company calculated accretable income, which was recorded as interest income on investment in NIBs in the statement of operations. Our projections were based on various assumptions that are subject to uncertainties and contingencies including, but not limited to, the amount and timing of projected net cash receipts, expected maturity events, counter party performance risk, changes to applicable regulation of the investment, shortage of funds needed to maintain the asset until maturity, changes in discount rates, life expectancy estimates and their relation to premiums, interest, and other costs incurred, among other items. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimates and interest income. As a result, actual results could differ significantly from these projections. Therefore, subsequent to the purchase and on a regular basis, these future estimated cash flows were evaluated for changes. If the determination was made that the future estimated cash flows should be adjusted to the point of a material change in revenue, a revised effective yield was calculated prospectively based on the current amortized cost of the investment, including accrued accretion. Any positive or adverse change in cash flows would result in a prospective increase or decrease in the effective interest rate used to recognize interest income. Any significant adverse change in the cash flows that may have resulted in the recognition of an “other-than-temporary impairment” (“OTTI”), and would be evaluated by the Company accordingly. We evaluate the carrying value of our investment in NIBs for impairment on a regular basis and adjust our total basis in the NIBs using new or updated information that affects our assumptions. We recognized impairment on a NIB contract when the fair value of the beneficial interest was less than the carrying amount of the investment, plus anticipated undiscounted future premiums and direct external costs, if any, and if there are adverse changes in cash flow. We had not recognized any impairment on our investment in NIBs from inception, through the year ended March 31, 2017. When the Company holds NIBs classified as available-for-sale the investment in NIBs are recorded at fair value. Prior Operations Between May 2018 and July 2018, the Owners entered into agreements that completed a strict foreclosure transaction that transferred these policies from the owners to the lenders in full satisfaction of the loan obligation. As a result of the foreclosure, the Company has lost its position in the residual benefits of the policies and recognized a $22,950,126 impairment on the NIBs and $1,936,311 impairment of related interest receivable during the year ended March 31, 3018. Management concluded that the foreclosure event represented the culmination of conditions that provided indications affecting the realization of the Company’s investment in NIBs assets during the fiscal year ended March 31, 2018. As a result, the Company recorded the impairment of the NIBs during the fiscal year ended March 31, 2018, and changed the classification of the Investment in NIBs from held-to-maturity to available-for-sale. On July 11, 2018, the Company issued 800,000 common shares in return for obtaining the remaining 27.8% ownership of certain NIBs. The transaction was recorded at $17,840, the estimated fair value of the common stock issued (which management believes approximated the fair value of the NIBs received on the date of the transaction). The additional NIBs acquired were reflected as an increase to the Investment in NIBs account, and the NIBs were immediately impaired on the date of the transaction, bringing the total impairment recognized on the NIBs to $22,967,966 plus $1,936,311 of impairment on accrued interest receivable. At March 31, 2020 and 2019, the Company had fully impaired the Investment in NIBs, and the value of those assets were zero. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Estimates, Cash and Cash Equivalents, Income Recognition, Basic and Diluted Net Loss Per Common Share, Stock Based Compensation Investment in Net Insurance Benefits, In estimating these cash flows for purposes of interest income and impairment calculations, there are a number of assumptions that are subject to uncertainties and contingencies. These include the amount and timing of projected net cash receipts, expected maturity events, counter party performance risk, changes to applicable regulation of the investment, shortage of funds needed to maintain the asset until maturity, changes in discount rates, life expectancy estimates and their relation to premiums, interest, and other costs incurred, among other items. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimates and interest income. As a result, actual results could differ significantly from those estimates. Income Taxes, The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its balance sheet. Interest and penalties for uncertain positions, when applicable, would be recognized as a component of income tax expense. The Company files United States Federal and State income tax returns. The income tax returns of the Company are subject to examination by taxing authorities for three to five years from the date they are filed. The Company has tax returns subject to examination for 2014-2019. Principles of Consolidation, Variable Interest Entities (“VIEs”), Fair Value, Those levels of input are summarized as follows: ● Level 1: Quoted prices in active markets for identical assets and liabilities. ● Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. ● Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the years ended March 31, 2020 and 2019. The Company’s recorded values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the Notes Payable, Related Parties and Convertible Debenture approximates the fair values as the interest rate approximates market interest rates. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | (3) NEW ACCOUNTING PRONOUNCEMENTS Adopted During the Year Ended March 31, 2020 In February 2016, the FASB issued ASU 2016-02 related to the accounting for leases. This pronouncement requires lessees to record most leases on their balance sheet, while expense recognition on the income statement remains similar to current lease accounting guidance. The guidance also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. Under the new guidance, lease classification as either a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The pronouncement is effective for the Company’s fiscal year beginning April 1, 2019, and for interim periods within that fiscal year. The adoption of this standard did not have an impact on the consolidated financial statements because leases are month-to-month and not material to the Company’s financial statements. Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. The amendments are effective for the Company’s fiscal year beginning April 1, 2020, including interim periods within that fiscal year. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations. The Company has reviewed all other recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | (4) CASH AND CASH EQUIVALENTS Cash and cash equivalents consist principally of currency on hand and demand deposits at commercial banks. The Company had $28,784 and $579 in cash and cash equivalents as of March 31, 2020, and 2019, respectively. The Company maintains non-interest-bearing accounts at one financial institution. The accounts at this institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 5) STOCKHOLDERS’ EQUITY Common Stock Effective December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price to the Company of $0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the books of the Company. The total number of common shares canceled/retired was 8,000,000. The total liability related to the repurchase of these shares is $400,000, with repayment contingent on a major financing event. On July 11, 2018, the Company issued 800,000 common shares in return for obtaining the remaining 27.8% ownership of certain NIBs. The transaction was recorded at $17,840, the estimated fair value of the common stock issued (which management believes approximated the fair value of the NIBs received on the date of the transaction). The additional NIBs acquired were reflected as an increase to the Investment in NIBs account, and the NIBs were immediately impaired on the date of the transaction, bringing the total impairment recognized on the NIBs to $22,967,966 plus $1,936,311 of impairment on accrued interest receivable. Warrants to Purchase Common Stock As explained in Note 6, the related party lenders have received warrants to purchase common stock of the Company if extensions of due dates had been granted or additional monies had been loaned under the agreements. Effective April 3, 2020, the related party, note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder (see Note 6) was amended to include a formal provision that provides the related party lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies. The number of warrants issued will be based on the following formula: 10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). Effective April 3, 2020, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned. In addition, Mr. Dickman, the holder of the related party, unsecured promissory notes (see Note 6) has informed the Company that, at such time the Company requests either an extension or additional monies from the lender, in addition to interest, the lender will require 10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned. As of March 31, 2020, the Company held outstanding warrants to related parties totaling 1,702,000 (none as of March 31, 2019). All warrants have an exercise price of $0.05 per share, a five-year life as of the date of grant and expire between November 2024 and February 2025. The average remaining outstanding life of the warrants as of March 31, 2020, was 4.75 years. The common stock issued upon exercise of the warrants are not registered with the Securities and Exchange Commission and do not have registration rights. |
Notes Payable, Related Party
Notes Payable, Related Party | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Party | (6) NOTES PAYABLE, RELATED PARTY As of March 31, 2020 and 2019, the Company had borrowed $2,450,508 and $1,672,008 respectively, excluding accrued interest, from related parties. The interest associated with the Notes Payable, Related Party of $288,369 and $113,981 is recorded on the balance sheet as an Accrued Expense obligation at March 31, 2020 and March 31, 2019, respectively. Related Party Promissory Notes As of March 31, 2020 and 2019, the Company owed $826,000 and $450,000, respectively, under the unsecured promissory notes from Mr. Glenn S. Dickman, a stockholder and member of the Board of Directors. The promissory notes bear interest at a rate of 8% annually. On November 5, 2019, the Company agreed to amend the agreements to extend the due date on the promissory notes from August 31, 2020 to November 30, 2021 or at the immediate time when alternative financing or other proceeds are received. In addition, the Company agreed to provide Mr. Dickman warrants for 450,000 shares of common stock at an exercise price of $0.05 per share and a five-year life. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant. The inputs used in this calculation included a risk-free rate of 1.66%, volatility of 27.29% and a dividend rate of 0%. On February 4, 2020, the Company borrowed an additional $230,000 from Mr. Dickman, and agreed to provide him with an additional 752,000 warrants for shares of common stock at an exercise price of $0.05 per share. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant. The inputs used in this calculation included a risk-free rate of 1.66%, volatility of 27.29% and a dividend rate of 0%. During the year ended March 31, 2020, the Company borrowed a total of $376,000 of principal under this agreement and made no repayments. As of March 31, 2020, accrued interest on the notes totaled $67,752. In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that time. Related Party Note Payable and Line of Credit Agreements As of March 31, 2020 and 2019, the Company owed $795,000 and $392,500, respectively, exclusive of accrued interest, under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder. The agreement allows for borrowings of up to $4,600,000. On January 8, 2020, the note payable and the line of credit agreement was extended from November 30, 2020 to August 31, 2021. In addition, the Company agreed to provide the Chairman with warrants for 500,000 shares of common stock at an exercise price of $0.05 per share and a five-year life. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant. The inputs used in this calculation included a risk-free rate of 1.66%, volatility of 27.29% and a dividend rate of 0%. The note payable and line of credit agreement incurs interest at 7.5% per annum and are collateralized by the Company’s NIBS, if any. During the year ended March 31, 2020 the Company borrowed $402,500 of principal under this agreement and made no repayments. As of March 31, 2020, accrued interest on totaled $69,209. In the event the Company completes a successful equity raise all principal and interest on this note are due in full at that time. As of March 31, 2020 and 2019, the Company owed $829,508, exclusive of accrued interest, under the note payable and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors. The agreement allows for borrowings of up to $2,130,000. On December 19, 2019, the Company agreed to amend the agreement to extend the due date on the note payable and line of credit agreement from November 30, 2020 to August 31, 2021, or at the immediate time when alternative financing or other proceeds are received. The note payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the Company’s NIBS, if any. During the year ended March 31, 2020 the Company neither borrowed nor repaid any principal under this agreement. As of March 31, 2020, accrued interest on this agreement totaled $151,408. In the event the Company completes a successful equity raise, all principal and interest on this note are due in full at that time. |
Convertible Debenture Agreement
Convertible Debenture Agreement | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debenture Agreement | (7) CONVERTIBLE DEBENTURE AGREEMENT The Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $3,000,000 and is not collateralized. The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90 day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to August 31, 2019. On October 29, 2019, the Company agreed to amend the 8% Convertible Debenture Agreement and extended the due date and conversion rights to December 1, 2020. Subsequent to March 31, 2020, the Company agreed to further extend the due date and conversion rights to November 30, 2021. As of March 31, 2020 and 2019, the Company owed no principal under the agreement. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at March 31, 2020 and 2019. |
Liquidity Requirements
Liquidity Requirements | 12 Months Ended |
Mar. 31, 2020 | |
Liquidity Requirements | |
Liquidity Requirements | (8) LIQUIDITY REQUIREMENTS Since the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties and the issuance of notes payable and convertible debentures. As of March 31, 2020, the Company had $28,784 of cash assets, compared to $579 as of March 31, 2019. As of March 31, 2020, the Company had access to draw an additional $5,105,492 on the notes payable, related party (see Note 6) and $3,000,000 on the Convertible Debenture Agreement (See Note 7). For the year ended March 31, 2020, the Company’s average monthly operating expenses were approximately $70,000, which includes salaries of our employees, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses. The Company anticipates the average monthly expenses of $70,000 to decrease by approximately $10,000 over the next 12 months, resulting in ongoing, average monthly expenses of approximately $60,000. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing expenses of $110,000 and $849,806 were incurred during the years ended March 31, 2020, and 2019, respectively. As management continues to explore additional financing alternatives, beginning April 1, 2020 the Company is expected to spend up to an additional $400,000 on these efforts. Outstanding Accounts Payable as of March 31, 2020 totaled $481,716. Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months, or through June 2020. Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases in lines-of-credit, can be relied on. As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities. The recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States and several European countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely. The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Due to the foreclosure on the NIBs mentioned above, the Company has no current source of operating revenues. In order to purchase NIBs, the Company will need to raise additional capital or secure alternative sources of debt financing. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (9) INCOME TAXES The Company provides for income taxes under ASC 740, Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company recorded no provision for income taxes for the years ended March 31, 2020 and 2019. The income tax provision differs from the amount of income tax determined by applying the U.S. federal tax rate of 21% to pretax income from continuing operations for the years ended March 31, 2020 and 2019, due to the following: 2020 2019 Income tax benefit at U. S. federal statutory rates: $ (233,695 ) $ (431,785 ) State tax, net of federal benefit (43,517 ) (80,405 ) Permanent and other differences 20 11 Net operating losses - - Change in valuation allowance 277,273 512,179 Change in statutory rate - - Other (81 ) - $ - $ - The tax effects of significant items comprising the Company’s net deferred taxes as of March 31, 2020 and 2019 were as follows: 2020 2019 Deferred Tax assets: Net operating loss carry forwards $ 6,574,104 $ 6,296,831 Stock and warrant compensation 479,708 479,708 Valuation allowance (7,053,812 ) (6,776,539 ) Net deferred tax asset $ - $ - The Company assesses the need for a valuation allowance against its deferred income tax assets at March 31, 2020. Factors considered in this assessment include recent and expected future earnings and the Company’s liquidity and equity positions. During the year ended March 31, 2018, the underlying policies related to the Company’s NIBs were subject to foreclosure (see Note 1). As a result, the Company has placed a 100% valuation allowance on the deferred tax assets. The deferred tax assets primarily relate to net operating loss carryforwards and the deferred tax liabilities primarily related to revenue recognized for financial reporting purposes, but not for tax reporting purposes. As of March 31, 2020, the Company has U.S. federal net operating loss carryforwards of $26,390,855. These carry forwards are available to offset future taxable income, if any, and begin to expire in 2021. The utilization of the net operating loss carry forwards is dependent upon the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited based on ownership changes within the meaning of section 382 of the Internal Revenue Code. Under FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the company’s tax return that do not meet these recognition and measurement standards. The Company had no liabilities for unrecognized tax benefits and the Company has recorded no additional interest or penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | (10) SUBSEQUENT EVENTS Subsequent to year end, the following events transpired: On July 13, 2020, the Company agreed to amend the 8% convertible debenture agreement with Satco International, Ltd., to extend the due date and conversion rights from December 1, 2020 to November 30, 2021. Subsequent to March 31, 2020, the Company borrowed an additional $173,500 on Notes Payable, Related Party and issued 347,000 warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Estimates | Estimates, |
Cash and Cash Equivalents | Cash and Cash Equivalents, |
Income Recognition | Income Recognition, |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share, |
Stock Based Compensation | Stock Based Compensation |
Investment in Net Insurance Benefits | Investment in Net Insurance Benefits, In estimating these cash flows for purposes of interest income and impairment calculations, there are a number of assumptions that are subject to uncertainties and contingencies. These include the amount and timing of projected net cash receipts, expected maturity events, counter party performance risk, changes to applicable regulation of the investment, shortage of funds needed to maintain the asset until maturity, changes in discount rates, life expectancy estimates and their relation to premiums, interest, and other costs incurred, among other items. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimates and interest income. As a result, actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes, The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its balance sheet. Interest and penalties for uncertain positions, when applicable, would be recognized as a component of income tax expense. The Company files United States Federal and State income tax returns. The income tax returns of the Company are subject to examination by taxing authorities for three to five years from the date they are filed. The Company has tax returns subject to examination for 2014-2019. |
Principles of Consolidation | Principles of Consolidation, |
Variable Interest Entities ("VIEs") | Variable Interest Entities (“VIEs”), |
Fair Value | Fair Value, Those levels of input are summarized as follows: ● Level 1: Quoted prices in active markets for identical assets and liabilities. ● Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. ● Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the years ended March 31, 2020 and 2019. The Company’s recorded values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the Notes Payable, Related Parties and Convertible Debenture approximates the fair values as the interest rate approximates market interest rates. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision by Applying US Federal Tax Rate to Pretax Income from Continuing Operations | The income tax provision differs from the amount of income tax determined by applying the U.S. federal tax rate of 21% to pretax income from continuing operations for the years ended March 31, 2020 and 2019, due to the following: 2020 2019 Income tax benefit at U. S. federal statutory rates: $ (233,695 ) $ (431,785 ) State tax, net of federal benefit (43,517 ) (80,405 ) Permanent and other differences 20 11 Net operating losses - - Change in valuation allowance 277,273 512,179 Change in statutory rate - - Other (81 ) - $ - $ - |
Schedule of Deferred Taxes | The tax effects of significant items comprising the Company’s net deferred taxes as of March 31, 2020 and 2019 were as follows: 2020 2019 Deferred Tax assets: Net operating loss carry forwards $ 6,574,104 $ 6,296,831 Stock and warrant compensation 479,708 479,708 Valuation allowance (7,053,812 ) (6,776,539 ) Net deferred tax asset $ - $ - |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | Jul. 11, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 |
Impairment of investment in net insurance benefits | $ 17,840 | ||||
Net Insurance Benefit Contracts [Member] | |||||
Impairment of investment in net insurance benefits | $ 22,967,966 | $ 22,950,126 | |||
Impairment of accrued interest receivable | $ 1,936,311 | $ 1,936,311 | |||
Stock issued during period, shares, acquisitions | 800,000 | ||||
Equity method investment, ownership percentage | 27.80% | ||||
Stock issued during period, value, acquisitions | $ 17,840 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Potentially dilutive securities outstanding | 1,702,000 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details Narrative) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 28,784 | $ 579 |
FDIC insured amount | $ 250,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 06, 2018 | Jul. 11, 2018 | Mar. 31, 2020 | Mar. 31, 2018 | Feb. 04, 2020 | Nov. 05, 2019 |
Warrants issue description | The number of warrants issued will be based on the following formula: 10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). Effective April 3, 2020, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned. | |||||
Warrants outstanding | 1,702,000 | |||||
Warrants exercise price | $ 0.05 | |||||
Warrants term | 5 years | |||||
Description of warrant expiration date | Expire between November 2024 and February 2025. | |||||
Weighted average remaining life of warrants | 4 years 9 months | |||||
Net Insurance Benefit Contracts [Member] | ||||||
Stock issued during period, shares, acquisitions | 800,000 | |||||
Equity method investment, ownership percentage | 27.80% | |||||
Stock issued during period, value, acquisitions | $ 17,840 | |||||
Impairment of investment in net insurance benefits | 22,967,966 | |||||
Impairment of accrued interest receivable | $ 1,936,311 | $ 1,936,311 | ||||
Three Existing Shareholders [Member] | ||||||
Stock repurchase, price per share | $ 0.05 | |||||
Number of shares cancelled/retired | 8,000,000 | |||||
Number of stock value repurchased | $ 400,000 | |||||
Mr. Dickman [Member] | ||||||
Warrants issue description | The lender will require 10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned. | |||||
Warrants exercise price | $ 0.05 | $ 0.05 | ||||
Warrants term | 5 years |
Notes Payable, Related Party (D
Notes Payable, Related Party (Details Narrative) | Jan. 08, 2020$ / sharesshares | Dec. 19, 2019 | Nov. 05, 2019$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Feb. 04, 2020USD ($)$ / sharesshares |
Notes payable, related parties | $ 2,450,508 | $ 1,672,008 | ||||
Interest | $ 288,369 | 113,981 | ||||
Warrants exercise price | $ / shares | $ 0.05 | |||||
Warrant terms | 5 years | |||||
Proceeds from related party debt | $ 778,500 | 842,500 | ||||
Notes Payable and Lines of Credit Agreement [Member] | ||||||
Notes payable, related parties | 795,000 | 392,500 | ||||
Interest | $ 69,209 | |||||
Debt interest rate | 7.50% | |||||
Debt instrument due date, description | November 30, 2020 to August 31, 2021. | |||||
Warrants purchase of common stock | shares | 500,000 | |||||
Warrants exercise price | $ / shares | $ 0.05 | |||||
Warrant terms | 5 years | |||||
Proceeds from related party debt | $ 402,500 | |||||
Repayments of related party debt | ||||||
Notes payable | 4,600,000 | |||||
Notes Payable and Lines of Credit Agreement [Member] | Radiant Life, LLC [Member] | ||||||
Notes payable, related parties | 829,508 | 829,508 | ||||
Interest | $ 151,408 | |||||
Debt interest rate | 7.50% | |||||
Debt instrument due date, description | November 30, 2020 to August 31, 2021. | |||||
Notes payable | $ 2,130,000 | |||||
Risk-Free Interest Rate [Member] | Notes Payable and Lines of Credit Agreement [Member] | ||||||
Debt instrument measurement input | 0.0166 | |||||
Volatility [Member] | Notes Payable and Lines of Credit Agreement [Member] | ||||||
Debt instrument measurement input | 0.2729 | |||||
Dividend Rate [Member] | Notes Payable and Lines of Credit Agreement [Member] | ||||||
Debt instrument measurement input | 0 | |||||
Mr. Dickman [Member] | ||||||
Notes payable, related parties | $ 230,000 | |||||
Warrants purchase of common stock | shares | 450,000 | 752,000 | ||||
Warrants exercise price | $ / shares | $ 0.05 | $ 0.05 | ||||
Warrant terms | 5 years | |||||
Mr. Dickman [Member] | Risk-Free Interest Rate [Member] | ||||||
Debt instrument measurement input | 0.0166 | 0.0166 | ||||
Mr. Dickman [Member] | Volatility [Member] | ||||||
Debt instrument measurement input | 0.02729 | 0.2729 | ||||
Mr. Dickman [Member] | Dividend Rate [Member] | ||||||
Debt instrument measurement input | 0 | 0 | ||||
Mr. Glenn S. Dickman [Member] | ||||||
Interest | $ 67,752 | |||||
Proceeds from related party debt | 376,000 | |||||
Repayments of related party debt | ||||||
Unsecured Promissory Note [Member] | Mr. Glenn S. Dickman [Member] | ||||||
Notes payable, related parties | $ 826,000 | $ 450,000 | ||||
Debt interest rate | 8.00% | 8.00% | ||||
Promissory Note [Member] | Mr. Dickman [Member] | ||||||
Debt instrument due date, description | August 31, 2020 to November 30, 2021. |
Convertible Debenture Agreeme_2
Convertible Debenture Agreement (Details Narrative) - USD ($) | Oct. 29, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Accrued interest | $ 124,225 | $ 124,225 | |
8% Convertible Debenture Agreement [Member] | |||
Interest rate | 8.00% | ||
Convertible debenture, terms of conversion | Subsequent to March 31, 2020, the Company agreed to further extend the due date and conversion rights to November 30, 2021. | ||
8% Convertible Debenture Agreement [Member] | Extended Maturity [Member] | |||
Maturity date | Dec. 1, 2020 | ||
8% Convertible Debenture Agreement [Member] | Satco International, Ltd. [Member] | |||
Interest rate | 8.00% | ||
Convertible debenture, terms of conversion | Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90 day average closing price of the Company's common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. | ||
Debt conversion price per share | $ 1 | ||
Maturity date | Jun. 2, 2016 | ||
8% Convertible Debenture Agreement [Member] | Satco International, Ltd. [Member] | Extended Maturity [Member] | |||
Maturity date | Aug. 31, 2019 | ||
8% Convertible Debenture Agreement [Member] | Satco International, Ltd. [Member] | Maximum [Member] | |||
Face amount of debt instrument | $ 3,000,000 |
Liquidity Requirements (Details
Liquidity Requirements (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Liquidity Requirements | ||
Cash assets | $ 28,784 | $ 579 |
Additional borrowing capacity from related party notes payable | 5,105,492 | |
Additional borrowing capacity from convertible debenture agreement | 3,000,000 | |
Monthly operating expenses | 70,000 | |
Decrease in monthly expenses | 10,000 | |
Average monthly expenses | 60,000 | |
Financing expenses | 110,000 | 849,806 |
Additional expenses | 400,000 | |
Accounts payable | $ 481,716 | $ 306,871 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | |||
Federal income tax rate | 21.00% | 21.00% | |
Deferred tax, valuation allowance, percentage | 100.00% | ||
Net operating loss carryforwards | $ 26,390,855 | ||
Operating loss carryforwards expiration date, description | Expire in 2021. | ||
Income tax examination, likelihood of unfavorable settlement | Greater than 50 percent. |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision by Applying US Federal Tax Rate to Pretax Income from Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U. S. federal statutory rates: | $ (233,695) | $ (431,785) |
State tax, net of federal benefit | (43,517) | (80,405) |
Permanent and other differences | 20 | 11 |
Net operating losses | ||
Change in valuation allowance | 277,273 | 512,179 |
Change in statutory rate | ||
Other | (81) | |
Provision for income taxes |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Taxes (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 6,574,104 | $ 6,296,831 |
Stock and warrant compensation | 479,708 | 479,708 |
Valuation allowance | (7,053,812) | (6,776,539) |
Net deferred tax asset |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 13, 2020 | Aug. 14, 2020 | Mar. 31, 2020 |
Warrants issued | 1,702,000 | ||
Subsequent Event [Member] | |||
Proceeds from debt | $ 173,500 | ||
Warrants issued | 347,000 | ||
Subsequent Event [Member] | 8% Convertible Debenture [Member] | |||
Debt instrument maturity date, description | Due date and conversion rights from December 1, 2020 to November 30, 2021. |