Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2020 | Feb. 12, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Sundance Strategies, Inc. | |
Entity Central Index Key | 0001171838 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
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 Common Stock, Shares Outstanding | 40,108,441 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 186,803 | $ 28,784 |
Prepaid expenses and other assets | 12,268 | 2,205 |
Total Current Assets | 199,071 | 30,989 |
Current Liabilities | ||
Accounts payable | 675,512 | 481,716 |
Accrued expenses | 123,273 | |
Notes payable, related parties | 826,000 | |
Stock repurchase payable | 400,000 | 400,000 |
Total Current Liabilities | 2,024,785 | 881,716 |
Long-Term Liabilities | ||
Accrued expenses | 508,212 | 424,954 |
Notes payable, related parties | 1,915,808 | 2,450,508 |
Total Long-Term Liabilities | 2,424,020 | 2,875,462 |
Total Liabilities | 4,448,805 | 3,757,178 |
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; 40,108,441 and 37,828,441 shares issued and outstanding as of December 31, 2020 and March 31, 2020, respectively | 40,109 | 37,829 |
Additional paid in capital | 24,728,638 | 24,191,224 |
Accumulated deficit | (29,018,481) | (27,955,242) |
Total Stockholders' Deficit | (4,249,734) | (3,726,189) |
Total Liabilities and Stockholders' Deficit | $ 199,071 | $ 30,989 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
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 | 40,108,441 | 37,828,441 |
Common stock, shares outstanding | 40,108,441 | 37,828,441 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Interest Income on Investment in Net Insurance Benefits | ||||
General and Administrative Expenses | 277,298 | 282,363 | 637,557 | 894,196 |
Loss from Operations | (277,298) | (282,363) | (637,557) | (894,196) |
Other Income (Expense) | ||||
Gain on Extinguishment of Debt | 26,458 | 26,458 | ||
Interest expense | (58,720) | (45,044) | (166,910) | (125,485) |
Financing expense | (170,000) | (4,500) | (285,230) | (87,000) |
Total Other Expense | (202,262) | (49,544) | (425,682) | (212,485) |
Loss Before Income Taxes | (479,560) | (331,907) | (1,063,239) | (1,106,681) |
Income Tax Provision (Benefit) | ||||
Net Loss | $ (479,560) | $ (331,907) | $ (1,063,239) | $ (1,106,681) |
Basic and Diluted: | ||||
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Basic and diluted weighted average number of shares outstanding | 39,868,006 | 37,828,441 | 38,508,296 | 37,828,441 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
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 | (369,849) | (369,849) | ||
Balance at Jun. 30, 2019 | $ 37,829 | 24,191,224 | (27,212,257) | (2,983,204) |
Balance, shares at Jun. 30, 2019 | 37,828,441 | |||
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 | (1,106,681) | |||
Balance at Dec. 31, 2019 | $ 37,829 | 24,191,224 | (27,949,089) | (3,720,036) |
Balance, shares at Dec. 31, 2019 | 37,828,441 | |||
Balance at Jun. 30, 2019 | $ 37,829 | 24,191,224 | (27,212,257) | (2,983,204) |
Balance, shares at Jun. 30, 2019 | 37,828,441 | |||
Net loss | (404,925) | (404,925) | ||
Balance at Sep. 30, 2019 | $ 37,829 | 24,191,224 | (27,617,182) | (3,388,129) |
Balance, shares at Sep. 30, 2019 | 37,828,441 | |||
Net loss | (331,907) | (331,907) | ||
Balance at Dec. 31, 2019 | $ 37,829 | 24,191,224 | (27,949,089) | (3,720,036) |
Balance, shares at Dec. 31, 2019 | 37,828,441 | |||
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 | |||
Net loss | (251,086) | (251,086) | ||
Balance at Jun. 30, 2020 | $ 37,829 | 24,191,224 | (28,206,328) | (3,977,275) |
Balance, shares at Jun. 30, 2020 | 37,828,441 | |||
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 | |||
Net loss | (1,063,239) | |||
Balance at Dec. 31, 2020 | $ 40,109 | 24,728,638 | (29,018,481) | (4,249,734) |
Balance, shares at Dec. 31, 2020 | 40,108,441 | |||
Balance at Jun. 30, 2020 | $ 37,829 | 24,191,224 | (28,206,328) | (3,977,275) |
Balance, shares at Jun. 30, 2020 | 37,828,441 | |||
Net loss | (332,593) | (332,593) | ||
Balance at Sep. 30, 2020 | $ 37,829 | 24,191,224 | (28,538,921) | (4,309,868) |
Balance, shares at Sep. 30, 2020 | 37,828,441 | |||
Net loss | (479,560) | (479,560) | ||
Common stock in exchange for consulting services performed | $ 280 | 5,964 | 6,244 | |
Common stock in exchange for consulting services performed, shares | 280,000 | |||
Common stock in exhange for director compensation | $ 1,500 | 31,950 | 33,450 | |
Common stock in exhange for director compensation, shares | 1,500,000 | |||
Common stock issued for cash | $ 500 | 499,500 | 500,000 | |
Common stock issued for cash, shares | 500,000 | |||
Balance at Dec. 31, 2020 | $ 40,109 | $ 24,728,638 | $ (29,018,481) | $ (4,249,734) |
Balance, shares at Dec. 31, 2020 | 40,108,441 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | ||
Net Loss | $ (1,063,239) | $ (1,106,681) |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Share based compensation - common stock | 39,694 | |
Expense paid on behalf of Company for Accounts Payable | 7,000 | |
Gain on Extinguishment of Debt | (26,458) | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other assets | (10,063) | 927 |
Accounts payable | 193,796 | 447,349 |
Accrued expenses | 206,531 | 125,543 |
Net Cash used in Operating Activities | (652,739) | (532,862) |
Financing Activities | ||
Proceeds from issuance of notes payable, related party | 284,300 | 548,500 |
Common Stock Issued for Cash | 500,000 | |
Proceeds from Paycheck Protection Program Loan | 26,458 | |
Net Cash provided by Financing Activities | 810,758 | 548,500 |
Net Change in Cash and Cash Equivalents | 158,019 | 15,638 |
Cash and Cash Equivalents at Beginning of Period | 28,784 | 579 |
Cash and Cash Equivalents at End of Period | 186,803 | 16,217 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Basis of Presentation, Organiza
Basis of Presentation, Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Organization and Summary of Significant Accounting Policies | (1) BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, which was filed with the SEC on August 10, 2020. The results from operations for the nine-month period ended December 31, 2020, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2021. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates. Organization and Nature of Operations 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. Significant Accounting Policies There have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Company’s most recent Form 10-K, except as discussed below. Basic and Diluted Net Income (Loss) Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three and nine months ended December 31, 2020 and 2019, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of December 31, 2020 and 2019 are comprised of warrants convertible into 3,488,754 and 450,000 shares of common stock, respectively. New Accounting Pronouncements Adopted During the Nine Months Ended December 31, 2020 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 became effective for the Company’s fiscal year beginning April 1, 2020. The adoption of this standard did not have an impact on the consolidated financial statements because the Company does not hold financial instruments subject to credit losses. Not Yet Adopted The Company has reviewed all 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. |
Liquidity Requirements
Liquidity Requirements | 9 Months Ended |
Dec. 31, 2020 | |
Liquidity Requirements | |
Liquidity Requirements | (2) LIQUIDITY REQUIREMENTS 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 fact that the Company is in the process of seeking NIB investments to acquire as 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. 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 December 31, 2020, the Company had $186,803 of cash assets, compared to $28,784 as of March 31, 2020. As of December 31, 2020, the Company had access to draw an additional $4,814,192 on the notes payable, related party (see Note 5) and $3,000,000 on the Convertible Debenture Agreement (See Note 6). For the three months ended December 31, 2020, the Company’s average monthly operating expenses were approximately $90,000, which includes salaries of our employees, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, a financing expense of $170,000 was incurred during the three months ended December 31, 2020. As management continues to explore additional financing alternatives, the Company is expected to spend an additional $500,000 over the next 12 months related to these efforts. Outstanding Accounts Payable as of December 31, 2020 totaled $675,512, and other accrued liabilities totaled $631,485. As explained in Note 4, on November 10, 2020, the Company raised $500,000 through the issuance of 500,000 shares of common stock in a private placement offering. 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 from the issuance of these financial statements. 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (3) FAIR VALUE MEASUREMENTS As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values. 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 nine months ended December 31, 2020 and 2019. Other Financial Instruments The Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the notes payable and convertible debenture approximate the fair values as the interest rate approximates market interest rates. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | (4) 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. During 2020 the Company awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s common stock, in lieu of director cash compensation. The stock awards vested 25% on the date of grant and the remainder of the shares vested equally over the three months following the date grant. As of December 31, 2020, all grant shares were 100% vested. Using a fair value stock price of $0.0223 per share, the transaction resulted in a compensation expense of $33,450, which was fully recognized in the three months ended December 31, 2021. On October 5, 2020, the Company granted one of its consultants 280,000 shares of the Company’s common stock in exchange for services performed. The shares vested upon issuance, and the Company is under no obligation to register the restricted shares. Using a fair value stock price of $0.0223 per share, the transaction resulted in a consulting expense of $6,244, which was recognized in the three months ended December 31, 2020. On November 10, 2020, the Company issued a private placement memorandum offering to raise up to $1,000,000 through the issuance of restricted shares of the Company’s common stock (par value $0.001) to qualified investors. As of December 31, 2020, the Company had received subscription agreements from related parties, which are family members and business associations of a stockholder for 500,000 common shares at a purchase price of $1 per share, with proceeds to the Company totaling $500,000. Warrants to Purchase Common Stock 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 5) 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 5) 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. On October 1, 2020, the related party, note payable and line of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors (see Note 5) 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). In addition, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned. In this amendment, the due date was extended from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined above, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. As of December 31, 2020 and March 31, 2020, the Company held outstanding warrants to related parties totaling 3,488,754 and 1,702,000, respectively. 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 October 2025. 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 fair value of $0.0223 per share, a risk-free rate of 0.23% to 1.67%, volatility of 20% to 123% and a dividend rate of 0%. The average remaining outstanding life of the warrants as of December 31, 2020, was 4.37 years. The shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock. |
Notes Payable, Related Party
Notes Payable, Related Party | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Party | (5) NOTES PAYABLE, RELATED PARTY As of December 31, 2020, and March 31, 2020, the Company had borrowed $2,741,808 and $2,450,508 respectively, excluding accrued interest, from related parties. The interest associated with the Notes Payable, Related Party of $455,280 and $288,369 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2020 and March 31, 2020, respectively. Related Party Promissory Notes As of both December 31, 2020 and March 31, 2020, the Company owed $826,000 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. The notes are due on November 30, 2021, or at the immediate time when alternative financing or other proceeds are received. In addition, as mentioned in Note 4, prior to March 31, 2020, the Company had provided Mr. Dickman warrants for 1,202,000 shares of common stock. During the nine months ended December 31, 2020, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of December 31, 2020, accrued interest on the notes totaled $123,273. 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 December 31, 2020 and March 31, 2020, the Company owed $1,056,300 and $795,000, 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. On October 27, 2020, the Company agreed to amend the agreement to extend the due date on the agreement to extend the due date from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Chairman with warrants for 679,400 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. As of December 31, 2020, the agreement allowed for borrowings of up to $4,600,000. During the nine months ended December 31, 2020 the Company borrowed $256,800 in cash, and another $7,000 of expense paid on behalf of the Company, totaling and additional $263,800 in principal borrowed under this agreement. During the nine months ending December 31, 2020, the company repaid $2,500 in principal on this agreement. As discussed in Note 4, effective April 3, 2020, a provision to the lending agreement 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. Under this provision, additional warrants for 527,600 shares of common stock were issued in conjunction with the $263,800 borrowed during the nine months ended December 31, 2020, bringing the total number of warrants issued to the related party lender to 1,707,000 as of December 31, 2020 (see Note 4 for further details on these warrants). 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. As of December 31, 2020, accrued interest on this note totaled $122,977. As of December 31, 2020 and March 31, 2020, the Company owed $859,508 and $829,508 in principal, respectively, 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 October 1, 2020, the related party, note payable and line of credit agreement was amended to extend the due date from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. 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 nine months ended December 31, 2020 the Company borrowed $30,000 of principal under this agreement and made no repayments. As of December 31, 2020, accrued interest on this agreement totaled $209,030. |
Convertible Debenture Agreement
Convertible Debenture Agreement | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debenture Agreement | (6) 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. 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 December 1, 2020. On July 13, 2020, the Company agreed to amend the convertible debenture agreement to extend the due date and conversion rights from December 1, 2020 to November 30, 2021. As of December 31, 2020 and March 31, 2020, the Company owed $0 under the agreement, excluding accrued interest. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2020 and March 31, 2020. |
Other Debt
Other Debt | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Other Debt | (7) OTHER DEBT On April 20, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”) from CCBank (the “Lender”). The principal amount of the PPP Loan was $26,458. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). The PPP Loan has a two-year term, maturing on April 20, 2022. The interest rate on the PPP Loan is 1.0% per annum. Principal and interest are payable in monthly installments, beginning on November 20, 2020, until maturity with respect to any portion of the PPP Loan which is not forgiven as described below. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The PPP Loan could be partially or fully forgiven if the Company complied with the provisions of the CARES Act, including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred during a 24-week period that commenced on April 20, 2020, and at least 60% of any forgiven amount had been used for covered payroll costs as defined by the CARES Act. On December 9, 2020, the Company received notice that the full PPP Loan amount of $26,458 had been forgiven. As such, the Company recorded $26,458 of Gain on Extinguishment of Debt on its Statement of Operations for the three and nine months ended December 31, 2020. |
Basis of Presentation, Organi_2
Basis of Presentation, Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | Basic and Diluted Net Income (Loss) Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three and nine months ended December 31, 2020 and 2019, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of December 31, 2020 and 2019 are comprised of warrants convertible into 3,488,754 and 450,000 shares of common stock, respectively. |
New Accounting Pronouncements | New Accounting Pronouncements Adopted During the Nine Months Ended December 31, 2020 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 became effective for the Company’s fiscal year beginning April 1, 2020. The adoption of this standard did not have an impact on the consolidated financial statements because the Company does not hold financial instruments subject to credit losses. Not Yet Adopted The Company has reviewed all 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. |
Basis of Presentation, Organi_3
Basis of Presentation, Organization and Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Potentially dilutive securities outstanding | 3,488,754 | 450,000 |
Liquidity Requirements (Details
Liquidity Requirements (Details Narrative) - USD ($) | Nov. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 |
Cash assets | $ 186,803 | $ 186,803 | $ 28,784 | |||
Additional borrowing capacity from related party notes payable | 4,814,192 | 4,814,192 | ||||
Additional borrowing capacity from convertible debenture agreement | 3,000,000 | 3,000,000 | ||||
Monthly operating expenses | 90,000 | |||||
Financing expenses | 170,000 | $ 4,500 | 285,230 | $ 87,000 | ||
Additional financing alternatives | 500,000 | |||||
Accounts payable | 675,512 | 675,512 | $ 481,716 | |||
Other accrued liabilities | $ 631,485 | $ 631,485 | ||||
Subscription Agreements [Member] | ||||||
Proceeds from issuance of private placement | $ 500,000 | |||||
Issuance of common stock for private placement | 500,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 10, 2020 | Oct. 05, 2020 | Oct. 02, 2020 | Dec. 06, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 27, 2020 | Mar. 31, 2020 |
Fair value per share | $ 0.0223 | $ 0.0223 | ||||||||
Compensation expense | $ 39,694 | |||||||||
Amount of consulting expense upon services | $ 6,244 | |||||||||
Issuance of restricted shares | $ 500,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
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 exercise price | $ 0.05 | $ 0.05 | ||||||||
Warrants term | 5 years | 5 years | ||||||||
Warrants outstanding | 3,488,754 | 3,488,754 | 1,702,000 | |||||||
Description of warrant expiration date | Expire between November 2024 and October 2025. | |||||||||
Weighted average remaining life of warrants | 4 years 4 months 13 days | |||||||||
Investors [Member] | ||||||||||
Common stock, par value | $ 0.001 | |||||||||
Subscription Agreements [Member] | ||||||||||
Proceeds from issuance of private placement | $ 500,000 | |||||||||
Purchase price per shares | $ 1 | |||||||||
Issuance of common stock for private placement | 500,000 | |||||||||
Notes Payable and Lines of Credit Agreement [Member] | ||||||||||
Warrants purchase for common stock | 527,600 | 527,600 | ||||||||
Notes Payable and Lines of Credit Agreement [Member] | Radiant Life, LLC [Member] | ||||||||||
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). In addition, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned. | |||||||||
Description of warrant extended period | the due date was extended from August 31, 2021 to November 30, 2022 | |||||||||
Warrants purchase for common stock | 579,754 | 579,754 | 579,754 | 679,400 | ||||||
Warrants exercise price | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | ||||||
Restricted Stock [Member] | Private Placement Offering [Member] | ||||||||||
Issuance of restricted shares | $ 1,000,000 | |||||||||
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 | |||||||||
Board of Directors [Member] | ||||||||||
Number of common stock issued of compensation | 1,500,000 | |||||||||
Percentage of stock awards vested | 25.00% | |||||||||
Percentage of grants shares vested | 100.00% | |||||||||
Fair value per share | $ 0.0223 | $ 0.0223 | ||||||||
Board of Directors [Member] | Forecast [Member] | ||||||||||
Compensation expense | $ 33,450 | |||||||||
One Consultants [Member] | ||||||||||
Fair value per share | $ 0.0223 | $ 0.0223 | ||||||||
Number of common stocks issued upon services performed | 280,000 | |||||||||
Amount of consulting expense upon services | $ 6,244 | |||||||||
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 $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned. | |||||||||
Risk-free rate, minimum | 0.23% | |||||||||
Risk-free rate, maximum | 1.67% | |||||||||
Volatility rate, minimum | 20.00% | |||||||||
Volatility rate, maximum | 123.00% | |||||||||
Dividend rate | 0.00% |
Notes Payable, Related Party (D
Notes Payable, Related Party (Details Narrative) - USD ($) | Oct. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 02, 2020 | Mar. 31, 2020 |
Notes payable, related parties | $ 2,741,808 | $ 2,450,508 | |||
Accrued interest | $ 455,280 | 288,369 | |||
Warrants exercise price | $ 0.05 | ||||
Warrants term | 5 years | ||||
Proceeds from related party debt | $ 284,300 | $ 548,500 | |||
Notes Payable and Lines of Credit Agreement [Member] | |||||
Notes payable, related parties | 1,056,300 | 795,000 | |||
Accrued interest | $ 122,977 | ||||
Debt interest rate | 7.50% | ||||
Debt instrument due date, description | August 31, 2021 | ||||
Warrants purchase of common stock | 527,600 | ||||
Notes payable | $ 4,600,000 | ||||
Proceeds from related party debt | 256,800 | ||||
Expense paid | 7,000 | ||||
Debt principal borrowing amount | 263,800 | ||||
Repayments of related party debt | 2,500 | ||||
Notes Payable and Lines of Credit Agreement [Member] | Radiant Life, LLC [Member] | |||||
Notes payable, related parties | 859,508 | 829,508 | |||
Accrued interest | $ 209,030 | ||||
Debt instrument due date, description | August 31, 2021 | ||||
Warrants purchase of common stock | 679,400 | 579,754 | 579,754 | ||
Warrants exercise price | $ 0.05 | $ 0.05 | $ 0.05 | ||
Warrants term | 5 years | 5 years | 5 years | ||
Notes payable | $ 2,130,000 | ||||
Notes Payable and Lines of Credit Agreement [Member] | The Company's NIBS [Member] | |||||
Debt interest rate | 7.50% | ||||
Proceeds from related party debt | $ 30,000 | ||||
Extended Maturity [Member] | Notes Payable and Lines of Credit Agreement [Member] | |||||
Debt instrument due date, description | November 30, 2022 | ||||
Extended Maturity [Member] | Notes Payable and Lines of Credit Agreement [Member] | Radiant Life, LLC [Member] | |||||
Debt instrument due date, description | November 30, 2022 | ||||
Related Party Lender [Member] | Notes Payable and Lines of Credit Agreement [Member] | |||||
Warrants purchase of common stock | 1,707,000 | ||||
Unsecured Promissory Note [Member] | |||||
Accrued interest | $ 123,273 | ||||
Debt instrument due date, description | November 30, 2021 | ||||
Unsecured Promissory Note [Member] | Mr. Glenn S. Dickman [Member] | |||||
Notes payable, related parties | $ 826,000 | $ 826,000 | |||
Debt interest rate | 8.00% | 8.00% | |||
Warrants purchase of common stock | 1,202,000 |
Convertible Debenture Agreeme_2
Convertible Debenture Agreement (Details Narrative) - USD ($) | Jul. 13, 2020 | Dec. 31, 2020 | Mar. 31, 2020 |
Amount payable | $ 0 | $ 0 | |
Accrued interest | $ 124,225 | $ 124,225 | |
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 | ||
Maturity date description | December 1, 2020 to November 30, 2021. | ||
8% Convertible Debenture Agreement [Member] | Satco International, Ltd. [Member] | Extended Maturity [Member] | |||
Maturity date | Dec. 1, 2020 | ||
8% Convertible Debenture Agreement [Member] | Satco International, Ltd. [Member] | Maximum [Member] | |||
Face amount of debt instrument | $ 3,000,000 |
Other Debt (Details Narrative)
Other Debt (Details Narrative) - USD ($) | Dec. 09, 2020 | Apr. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Gain on extinguishment of debt | $ 26,458 | $ 26,458 | ||||
Paycheck Protection Program Loan [Member] | ||||||
Debt principal amount | $ 26,458 | |||||
Loan term | 2 years | |||||
Maturity date | Apr. 20, 2022 | |||||
Debt interest rate | 1.00% | |||||
Loan description | The PPP Loan could be partially or fully forgiven if the Company complied with the provisions of the CARES Act, including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred during a 24-week period that commenced on April 20, 2020, and at least 60% of any forgiven amount had been used for covered payroll costs as defined by the CARES Act. | |||||
Debt forgiven percentage | 60.00% | |||||
Debt instrument forgiven | $ 26,458 |