Document and Entity Information
Document and Entity Information | 6 Months Ended |
Sep. 30, 2019shares | |
Document And Entity Information | |
Entity Registrant Name | PetVivo Holdings, Inc. |
Entity Central Index Key | 0001512922 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --03-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 24,034,518 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 20,236 | $ 6,460 |
Inventory | 12,495 | 12,495 |
Employee advance | 2,500 | |
Investments - equity securities receivable | 1,500 | |
Prepaid expenses | 143,606 | 34,327 |
Total Current Assets | 177,837 | 55,782 |
Property and Equipment: | ||
Property and equipment | 148,798 | 149,802 |
Less: accumulated depreciation | (121,872) | (112,453) |
Total Property and Equipment | 26,926 | 37,349 |
Other Assets: | ||
Trademark and patents-net | 340,097 | 589,817 |
Operating lease right-of-use asset | 95,063 | |
Security deposit | 8,201 | 8,201 |
Total Other Assets | 443,361 | 598,018 |
Total Assets | 648,124 | 691,149 |
Current Liabilities | ||
Accounts payable and accrued expenses | 739,329 | 854,990 |
Accrued expenses - related party | 264,737 | 576,393 |
Operating lease liability | 24,655 | |
Notes payable and accrued interest | 18,831 | |
Notes payable and accrued interest - related party | 68,090 | 85,752 |
Total Current Liabilities | 1,096,811 | 1,535,966 |
Other Liabilities: | ||
Convertible notes payable | 280,000 | |
Operating lease liability | 70,408 | |
Total Other Liabilities | 350,408 | |
Total Liabilities | 1,447,219 | 1,535,966 |
Commitments and Contingencies (Note 4) | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, par value $0.001, 20,000,000 shares authorized 0 and 0 shares outstanding at September 30, 2019 and March 31, 2019, respectively | ||
Common stock, par value $0.001, 250,000,000 shares authorized 24,034,518 and 22,074,667 shares outstanding at September 30, 2019 and March 31, 2019, respectively | 24,034 | 22,074 |
Common stock to be issued | 102,000 | 86,333 |
Additional Paid-In Capital | 52,600,843 | 51,552,688 |
Accumulated Deficit | (53,525,972) | (52,505,912) |
Total Stockholders' Deficit | (799,095) | (844,817) |
Total Liabilities and Stockholders' Deficit | $ 648,124 | $ 691,149 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 24,034,518 | 22,074,667 |
Common stock, shares outstanding | 24,034,518 | 22,074,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of Sales - Inventory Write-Down | 3,845 | 3,845 | ||
Total Cost of Sales | 3,845 | 3,845 | ||
Gross Profit | (3,845) | (3,845) | ||
Operating Expenses: | ||||
Sales and Marketing | 5,182 | 26,832 | 7,978 | 26,832 |
Research and Development | 7,132 | 77,873 | 7,132 | 77,873 |
General and Administrative: | ||||
Depreciation and Amortization | 141,040 | 161,622 | 285,130 | 322,741 |
Other General and Administrative | 272,415 | 461,265 | 619,250 | 2,397,234 |
Total General and Administration | 413,455 | 622,887 | 904,380 | 2,719,975 |
Total Operating Expenses | 425,769 | 727,592 | 919,490 | 2,824,680 |
Operating Loss | (429,614) | (727,592) | (923,335) | (2,824,680) |
Other Income (Expense) | ||||
Gain on Sale of Asset | 450 | |||
Loss on Debt Extinguishment | (81,738) | (81,738) | ||
Interest Expense | (7,821) | (13,289) | (15,437) | (15,786) |
Total Other Expense | (89,559) | (13,289) | (96,725) | (15,786) |
Net Loss before taxes | (519,173) | (740,881) | (1,020,060) | (2,840,466) |
Income Tax Provision | ||||
Net Loss | $ (519,173) | $ (740,881) | $ (1,020,060) | $ (2,840,466) |
Net Loss Per Share: Basic and Diluted | $ (0.02) | $ (0.04) | $ (0.05) | $ (0.14) |
Weighted Average Common Shares Outstanding: Basic and Diluted | 22,229,867 | 20,321,529 | 22,187,882 | 19,855,091 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock to be Issued [Member] | Total |
Balance at Mar. 31, 2018 | $ 18,279 | $ 47,257,557 | $ (47,748,154) | $ 608,966 | $ 136,648 |
Balance, shares at Mar. 31, 2018 | 18,279,075 | ||||
Stock-based compensation | 279,312 | 279,312 | |||
Common stock issued | $ 1,005 | 607,961 | (608,966) | ||
Common stock issued, shares | 1,005,287 | ||||
Stock granted for debt conversion | $ 95 | 95,366 | 95,461 | ||
Stock granted for debt conversion, shares | 95,462 | ||||
Common stock issued to replace shares to officer | $ 804 | 1,445,290 | 1,446,094 | ||
Common stock issued to replace shares to officer, shares | 803,385 | ||||
Net loss | (2,099,585) | (2,099,585) | |||
Balance at Jun. 30, 2018 | $ 20,183 | 49,685,486 | (49,847,739) | (142,070) | |
Balance, shares at Jun. 30, 2018 | 20,183,209 | ||||
Balance at Mar. 31, 2018 | $ 18,279 | 47,257,557 | (47,748,154) | 608,966 | 136,648 |
Balance, shares at Mar. 31, 2018 | 18,279,075 | ||||
Net loss | (2,840,466) | ||||
Balance at Sep. 30, 2018 | $ 20,518 | 50,151,495 | (50,588,620) | 26,333 | (390,274) |
Balance, shares at Sep. 30, 2018 | 20,518,088 | ||||
Balance at Jun. 30, 2018 | $ 20,183 | 49,685,486 | (49,847,739) | (142,070) | |
Balance, shares at Jun. 30, 2018 | 20,183,209 | ||||
Stock-based compensation | $ 27 | 293,332 | 26,333 | 319,692 | |
Stock-based compensation, shares | 27,093 | ||||
Common stock sold | $ 308 | 153,585 | 153,893 | ||
Common stock sold, shares | 307,786 | ||||
Stock granted for debt conversion | 19,092 | 19,092 | |||
Net loss | (740,881) | (740,881) | |||
Balance at Sep. 30, 2018 | $ 20,518 | 50,151,495 | (50,588,620) | 26,333 | (390,274) |
Balance, shares at Sep. 30, 2018 | 20,518,088 | ||||
Balance at Mar. 31, 2019 | $ 22,074 | 51,552,688 | (52,505,912) | 86,333 | (844,817) |
Balance, shares at Mar. 31, 2019 | 22,074,667 | ||||
Stock-based compensation | 157,134 | 33,667 | 190,801 | ||
Stock-based compensation, shares | |||||
Net loss | (500,887) | (500,887) | |||
Balance at Jun. 30, 2019 | $ 22,074 | 51,709,822 | (53,006,799) | 120,000 | (1,154,903) |
Balance, shares at Jun. 30, 2019 | 22,074,667 | ||||
Balance at Mar. 31, 2019 | $ 22,074 | 51,552,688 | (52,505,912) | 86,333 | $ (844,817) |
Balance, shares at Mar. 31, 2019 | 22,074,667 | ||||
Common stock issued, shares | 1,959,851 | ||||
Net loss | $ (1,020,060) | ||||
Balance at Sep. 30, 2019 | $ 24,034 | 52,600,843 | (53,525,972) | 102,000 | (799,095) |
Balance, shares at Sep. 30, 2019 | 24,034,518 | ||||
Balance at Jun. 30, 2019 | $ 22,074 | 51,709,822 | (53,006,799) | 120,000 | (1,154,903) |
Balance, shares at Jun. 30, 2019 | 22,074,667 | ||||
Stock-based compensation | 135,278 | 102,000 | 237,278 | ||
Common stock issued | $ 120 | 119,880 | (120,000) | ||
Common stock issued, shares | 120,000 | ||||
Common stock sold | $ 400 | 99,600 | 100,000 | ||
Common stock sold, shares | 400,000 | ||||
Stock granted for debt conversion | $ 1,440 | 536,263 | 537,703 | ||
Stock granted for debt conversion, shares | 1,439,851 | ||||
Net loss | (519,173) | (519,173) | |||
Balance at Sep. 30, 2019 | $ 24,034 | $ 52,600,843 | $ (53,525,972) | $ 102,000 | $ (799,095) |
Balance, shares at Sep. 30, 2019 | 24,034,518 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss For The Period | $ (1,020,060) | $ (2,840,466) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Stock-based compensation | 326,078 | 599,003 |
Common stock issued to replace shares to officer | 1,446,094 | |
Beneficial conversion feature | 19,092 | |
Loss on debt extinguishment | 81,738 | |
Depreciation and Amortization | 285,130 | 322,741 |
Changes in Operating Assets and Liabilities | ||
Increase in inventory | (32,221) | |
Increase in prepaid expenses and employee advances | (4,779) | (28,664) |
Decrease in receivables | 163 | |
Interest accrued on convertible notes payable | 11,479 | |
Interest accrued on notes payable - related party | 3,039 | |
Interest accrued on notes payable | 725 | |
Decrease in accounts payable and accrued expense | (37,807) | 53,980 |
Increase in accrued expenses - related party | 66,455 | 23,985 |
Net Cash Used in Operating Activities | (288,002) | (436,292) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Decrease in security deposit | 1,999 | |
Increase in investments - equity securities receivable | (1,500) | |
Purchase of equipment | (23,181) | |
Increase in patents and trademarks | (24,987) | (60,998) |
Net Cash Used in Investing Activities | (26,487) | (82,180) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from stock sale | 100,000 | 153,893 |
Proceeds from convertible notes | 280,000 | |
Proceeds from bridge notes, net of debt discount | 133,186 | |
Proceeds from bridge notes - related party, net of debt discount | 37,732 | |
Repayments of convertible notes | (11,479) | |
Repayments of notes payable | (19,556) | |
Repayments of notes payable - related party | (20,700) | |
Net Cash Provided by Financing Activities | 328,265 | 324,811 |
Net Increase (Decrease) in Cash | 13,776 | (193,661) |
Cash at Beginning of Period | 6,460 | 237,335 |
Cash at End of Period | 20,236 | 43,674 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash Paid During the Period for: Interest | 15,437 | 7,167 |
Stock granted for debt conversion | $ 455,965 | $ 114,553 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Organization | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies and Organization | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) Organization and Description The Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment of afflictions and diseases in animals, initially for dogs and horses. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota. (B) Basis of Presentation PetVivo Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in Minnesota PetVivo becoming a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of the Company. The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures, which are included in annual financial statements, have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements at September 30, 2019 and for the three and six months ended September 30, 2019 and 2018 are unaudited, in the opinion of our management, such statements include all adjustments (consisting of normal recurring entries) necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the three and six months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ended March 31, 2020 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended March 31, 2019, included in our annual report on Form 10-K filed with the SEC. (C) Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations. All intercompany accounts have been eliminated upon consolidation. (D) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share-based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. (E) Cash and Cash Equivalents The Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2019, the Company had $20,236 in cash and no cash equivalents. At March 31, 2019, the Company had $6,460 in cash and no cash equivalents. (F) Concentration-Risk The Company maintains its cash with various financial institutions, which at times may exceed limits insured by the Federal Deposit Insurance Corporation (FDIC). At September 30, 2019, cash did not exceed the FDIC uninsured balances and management believes the Company is not exposed to any significant credit risk on cash. (G) Property & Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the asset’s estimated useful life of (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. (H) Patents and Trademarks The Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over the lesser of a useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. (I) Loss Per Share Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has 4,183,236 warrants outstanding as of September 30, 2019 with varying exercise prices ranging from $3.50 to $.30/share. The weighted average exercise price for these warrants is $.49/share. These warrants are excluded from the weighted average number of shares because they are considered antidilutive. The Company had 4,243,236 warrants outstanding as of March 31, 2019 with varying exercise prices ranging from $3.50 to $.33/share. The weighted average exercise price for these warrants was $.50/share. These warrants are excluded from the weighted average number of shares because they are considered antidilutive. The Company uses the guidance in ASC 260 to determine if-converted loss per share detailed in Note 14. ASC 260 states that convertible securities should be considered exercised at the later date of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also, the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be antidilutive. At September 30, 2019, the Company had $280,000 in convertible notes outstanding that mature in our fiscal quarter ended June 30, 2021; see Note 8 to these financial statements for more information on these convertible notes. If converted, the $280,000 in outstanding convertible notes would convert into 430,770 shares of common stock at a rate of $.65 per share. At September 30, 2019 our if-converted weighted average number of shares outstanding was 22,426,915 and our if-converted loss per share for the six months ending September 30, 2019 remains consistent with our actual loss per share at ($.04). (J) Revenue Recognition The Company will recognize revenue on arrangements in accordance with FASB ASC No. 606, “Revenue From Contracts With Customers”. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The Company adopted the guidance on April 1, 2018 using the cumulative catch-up transition method. This change in accounting did not have any material effect on the Company’s financial statements. (K) Research and Development The Company expenses research and development costs as incurred. (L) Fair Value of Financial Instruments The Company applies the accounting guidance under FASB ASC 820-10, “Fair Value Measurements” The guidance also establishes a fair value hierarchy for measurements of fair value as follows: ● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments consist of investments – equity securities receivable, notes payable and accrued interest, notes payable and accrued interest - related party, and convertible notes payable. The carrying amount of the Company’s financial instruments approximates their fair value as of September 30, 2019 and March 31, 2019, due to the short-term nature of these instruments and the Company’s borrowing rate of interest. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The Company measured its investments – equity securities receivable at fair value at September 30, 2019, see Note 5 to the financial statements included in this Form 10-Q. The Company had no assets and liabilities measured at fair value on a recurring basis at September 30, 2019. (M) Stock-Based Compensation - Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. (N) Income Taxes The Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740. As required by ASC Topic 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied ASC Topic 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, the Company did not recognize any change in the liability for unrecognized tax benefits. The Company is not currently under examination by any federal or state jurisdiction. The Company’s policy is to record tax-related interest and penalties as a component of operating expenses. (O) Inventory Inventories are recorded in accordance with ASC 330 and are stated at the lower of cost and net realizable value. We account for inventories using the first in first out (FIFO) methodology and capitalize costs on a project basis as they occur. The current marketed shelf life of our Kush inventory is 2 years. However, management reserves the right to review and adjust this as appropriate. (P) Recently Issued and Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this ASU supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 on April 1, 2019. In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments (Subtopic 825) to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments in this Update affect all entities that hold financial assets or owe financial liabilities. The amendments are meant to improve financial reporting by providing relevant information about an entity’s equity investments and reducing the number of items that are recognized in other comprehensive income since this Update requires equity securities to be measured at fair value with changes in the fair value recognized through net income. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-01 on April 1, 2018. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cashflows (Topic 230) to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. This Update addresses eight specific cash flow issues and their presentations in the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted ASU 2016-15 on April 1, 2018. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Going Concern
Going Concern | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company incurred a net loss of $1,020,060 during the six-month period ended September 30, 2019 and had net cash used in operating activities of $288,002 for the six-month period ending September 30, 2019. Additionally, the Company has an accumulated deficit of $53,525,972, stockholders’ deficit of $799,095, and working capital deficit of $918,974 at September 30, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months after the date of issuance on these financial statements. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability and/or to obtain adequate financing through the issuance of debt or equity in order to finance its operations. Management intends to raise additional funds either through a private placement or public offering of its equity securities. Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in its viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and raise additional funds. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Inventory
Inventory | 6 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 3 – INVENTORY As of March 31, 2019 and September 30, 2019, respectively, the Company had approximately $78,000 and $62,000 of finished goods inventory; however, reserves of equal amounts for each respective period were taken because of the substantial doubt in the Company’s ability to utilize this inventory to obtain material sales, primarily due to (among other things) the fact the Company has not obtained controlled study data detailing the successful use of Kush in animals. As of March 31, 2019, all of the Company’s finished goods inventory was in quarantine due to a contamination issue. During the three months ended September 30, 2019, the Company cleared $16,636 in inventory for release to the public and is utilizing the product to gather data and establish strategic partner relationships. Of the $16,636, $9,791 is the value of the product before quarantined that remains reserved for and $3,845 is the expense incurred to clear this product for use during the three-month period ended September 30, 2019, which has been written down through Cost of Goods Sold. The Company plans to continue to clear the remainder of our inventory during the fiscal year ended March 31, 2020 and capitalize and take a reserve for certain expenses incurred, which are estimated to be approximately $9,000. Total Inventory is broken out as follows: September 30, 2019 March 31, 2019 Finished Goods $ 62,168 $ 77,936 Reserve for Obsolete Inventory (62,168 ) (77,936 ) Work in Process -0- -0- Manufacturing Supplies 3,127 3,127 Raw Materials 9,368 9,368 Total Inventory $ 12,495 $ 12,495 |
Lease and Commitments
Lease and Commitments | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease and Commitments | NOTE 4 – LEASE AND COMMITMENTS Rent expense for the three and six months ended September 30, 2019 was $13,434 and $24,245, respectively. Rent expense for the three and six months ended September 30, 2018 was $25,807 and $40,414, respectively. On July 2 nd The Company entered into an eighty-four-month lease for 3,577 square feet of newly constructed office, laboratory and warehouse space located in Edina, Minnesota on May 3, 2017. The base rent is $2,078 per month and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. This lease is terminable by the landlord if damage causes the property to no longer be utilized as an integrated whole and by the Company if damage causes the facility to be unusable for a period of 45 days. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2019: Year Ended March 31, 2020 $ 12,468 2021 24,936 2022 24,936 2023 24,936 2024 10,390 $ 97,666 In compliance with ASC 842 the Company adopted new guidance in relation to lease accounting on April 1, 2019 whereby we recognized operating lease right-to-use assets and corresponding and equal operating lease liabilities. As of September 30, 2019, planned future base rent lease payments total $97,666, which has been discounted to $95,063 using the 52-week treasury bill coupon equivalent discount rate of 2.18% and a present value model. As of September 30, 2019, the Company only had one operating lease so that the weighted average remaining lease term and weighted average discount rate are approximately 4 years and 2.18%, respectively. September 30, 2019 Present value of future base rent lease payments $ 95,063 Base rent payments included in prepaid expenses - Present value of future base rent lease payments – net $ 95,063 As of September 30, 2019, the present value of future base rent lease payments – net is classified between current and non-current assets and liabilities as follows: September 30, 2019 Operating lease right-of-use asset $ 95,063 Total operating lease assets 95,063 Operating lease current liability 24,655 Operating lease other liability 70,408 Total operating lease liabilities $ 95,063 Pursuant to a lease wherein our subsidiary, Gel-Del Technologies, Inc., was the lessee until the lease’s termination in 2017, the Company owes approximately $330,000 to the lessor as of September 30, 2019; this amount is included in accounts payable. |
Investments - Equity Securities
Investments - Equity Securities | 6 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments - Equity Securities | NOTE 5 – INVESTMENTS – EQUITY SECURITIES On June 28, 2019, the Company entered into a purchase agreement with a third-party to purchase 1,500,000 shares of Emerald Organic Products, Inc. (OTC Pink: “EMOR”) common stock for consideration of $1,500. The Company applied guidance from ASU No. 2016-01 Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities and ASC 820 to arrive at a fair value at September 30, 2019, of $1,500. The Company took into account many factors when determining the stock’s fair value including, but not limited to, the nature and duration of the restriction on the stock, the extent to which potential buyers would be limited by the restriction, and qualitative and quantitative factors specific to both the instrument and the issuer. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2019 | |
Property and Equipment: | |
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT The components of property and equipment were as follows: September 30, 2019 March 31, 2019 Leasehold improvements $ 4,602 $ 4,602 Furniture and office equipment 10,130 10,130 Production equipment 108,882 108,882 R&D equipment 25,184 26,188 Total, at cost 148,798 149,802 Accumulated depreciation (121,872 ) (112,453 ) Total, net $ 26,926 $ 37,349 During the three and six months ended September 30, 2019, depreciation expense was $3,442 and $10,423, respectively. During the three and six months ended September 30, 2018, depreciation expense was $2,174 and $3,826, respectively. During the three months ended June 30, 2019, we recorded a gain on sale of asset in the amount of $450 wherein we sold an asset that was fully depreciated and originally purchased for $1,004 for $450. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 7 – INTANGIBLE ASSETS The components of intangible assets, all of which are finite-lived, were as follows: September 30, 2019 March 31, 2019 Patents $ 3,844,092 $ 3,820,374 Trademarks 24,098 22,829 Total, at cost 3,868,190 3,843,203 Accumulated Amortization (3,528,093 ) (3,253,386 ) Total, net $ 340,097 $ 589,817 During the three and six-month periods ended September 30, 2019, amortization expense was $137,598 and $274,707, respectively. During the three and six-month periods ended September 30, 2018, amortization expense was $159,448 and $318,915, respectively. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 8 – CONVERTIBLE NOTES At September 30, 2019, the Company is obligated for several convertible notes payable in the total amount of $280,000. The Company entered into these convertible notes during the quarter ended June 30, 2019. All of these convertible notes mature during the quarter ended June 30, 2021, two years from their inception dates. These convertible notes accrue interest at a rate of 10%. Accrued interest is due and payable each calendar quarter in cash; during the three and six months ended September 30, 2019, the Company paid out $6,118 and $11,479, respectively, in accrued interest to these convertible note holders. These convertible notes automatically convert into shares of common stock at a rate of $.65 per share at the earlier of the maturity date or an uplift to a national securities exchange (e.g. NASDAQ or New York Stock Exchange) provided that the Company’s stock price is at least $.78 at the time of the uplift. The convertible note holders have the right to convert their outstanding principal and interest into shares of the Company’s common stock at any time during their note’s term at $.65 per share. No note holders have converted their notes through the date of this 10-Q filing. As of September 30, 2019, these convertible notes did not include a beneficial conversion feature. |
Notes Payable - Related Party
Notes Payable - Related Party | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Notes Payable - Related Party | NOTE 9 – NOTES PAYABLE – RELATED PARTY At September 30, 2019 and March 31, 2019 the Company was obligated for a related party note payable and accrued interest in the total amount of $68,090 and $85,752, respectively; the maturity date of this note is April 30, 2020. The related party note payable terms are accrual of interest at 8% annually with payments of $3,100 per month, which are applied to interest first, then principal. The terms also include a stipulation that if the Company receives additional financing during any 24-month period from the date of the note in the amount greater than $3,500,000, the Company will immediately pay the officer the principal amount of the note along with all interest due. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES At September 30, 2019 and March 31, 2019, the Company is obligated to pay $739,329 and $854,990, respectively, in accounts payable and accrued expenses. Of the total at September 30, 2019 of $739,329, $499,660 is made up of accounts payable, while the $239,669 in accrued expenses is made up of past employee’s accrued salaries and related payroll taxes payable. Of the total at March 31, 2019 of $854,990, $524,273 is made up of accounts payable, while the $330,717 in accrued expenses is made up of past employee’s accrued salaries and related payroll taxes payable. The Company has not paid the payroll taxes relating to the accrued salaries, consisting primarily of Social Security and Medicare taxes. At September 30, 2019 and March 31, 2019, respectively, we had accrued $22,464 and $21,482 in payroll taxes payable. |
Accrued Expenses - Related Part
Accrued Expenses - Related Party | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses - Related Party | NOTE 11 – ACCRUED EXPENSES – RELATED PARTY At September 30, 2019, the Company is obligated to pay $264,737 in accrued expenses due to related parties. Of the total, $18,569 is made up of payroll taxes payable. At March 31, 2019, the Company was obligated to pay $576,393 in accrued expenses due to related parties. Of the total, $89,186 is made up of accounts payable, while $487,207 is made up of accrued salaries and payroll taxes payable. |
Common Stock and Warrants
Common Stock and Warrants | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock and Warrants | NOTE 12 - COMMON STOCK AND WARRANTS Common Stock During the six months ended September 30, 2019, the Company issued 1,959,851 shares of common stock as follows: i) 386,666 shares to John Lai pursuant to a Settlement Agreement whereby Mr. Lai agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $116,000 and hold the shares for a period of at least 3 years; ii) 639,786 shares to Randall Meyer pursuant to a Settlement Agreement whereby Mr. Meyer agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $191,936 and hold the shares for a period of at least 3 years; iii) 226,666 shares to John Dolan pursuant to a Settlement Agreement whereby Mr. Dolan agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $68,000 and hold the shares for a period of at least 3 years; and iv) 186,733 shares to a former employee pursuant to a Settlement Agreement dated August 29, 2019, whereby this individual agreed to release the Company of all claims, including compensation earned in the amount of $80,029; and v) 120,000 shares to a service provider for services provided during the one-year period ended July 13, 2019 and valued at $1/share over that period on a pro-rata basis; and vi) 400,000 shares to one shareholder that the Company sold in exchange for $100,000, which equates to a price per share of $.25/share. John Lai (CEO, President & Director), Randall Meyer (Director), and John Dolan (Secretary & Director) are all related parties, and the reduction of $375,936 was included in Accrued Expenses – Related Party. The settlement of $80,029 for a former employee’s accrued salary was accounted for as a reduction of Accounts Payable and Accrued Expenses. A loss on extinguishment of debt was recorded in the amount of $81,738 related to these transactions. Also, on September 18, 2019, the Company entered into a certain consulting agreement whereby a service provider agreed to provide 12 months of video production, investor relations, and promotional services in exchange for 300,000 shares of common stock that are not issued as of the balance sheet date. The scope of services includes but is not limited to airing 96 commercials nationally on a prominent world-wide T.V. network and producing 12, monthly, 10-minute interviews. Warrants During the six months ended September 30, 2019, the Company granted warrants to purchase a total of 300,000 shares of common stock including: i) warrants for 300,000 shares, valued at $119,954, to three new Directors, Messrs. Scott Johnson, Gregory Cash, and James Martin, with 150,000 vested immediately and 150,000 vesting quarterly between August 2020 and May 2021, and exercisable over a five-year term at $.30/share. These warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions: i) an expected volatility of the Company’s shares on the date of the grants of approximately 313%, which was arrived at by taking the number of trading days during the year ended on the date of the grant multiplied by the standard deviation of the percentage change in the closing market price on a day-by-day basis; and ii) a risk-free rate identical to the U.S. Treasury 13-week treasury bill rate on the date of the grants of 2.30% During the six months ended September 30, 2019, the Company cancelled 360,000 warrants to purchase a total of 300,000 shares of common stock including: i) warrants for 300,000 shares, valued at $300,770 using the Black-Scholes model, $117,144 in expense of which had yet to be taken at the time of cancellation were cancelled pursuant to the terms of such warrants dictating cancellation upon the two-month anniversary of a cease of service; and ii) warrants for 60,000 shares that were never originally valued, were to be vested upon billing from service providers, and were cancelled due to a lack of documentation existing in relation to these warrants. A summary of warrant activity for the year ending March 31, 2019 and six-month period ending September 30, 2019 is as follows: Number of Weighted- Warrants Weighted- Outstanding, March 31, 2018 3,486,709 0.59 2,433,601 0.57 Granted 1,980,531 0.41 Exercised 1,111,027 0.36 Expired 12,977 0.3 Canceled 100,000 1 Outstanding, March 31, 2019 4,243,236 0.5 3,372,261 0.49 Granted 300,000 0.3 Cancelled 360,000 0.42 Outstanding, September 30, 2019 4,183,236 0.49 4,005,736 0.48 At September 30, 2019, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows: Warrants Outstanding Warrants Exercisable Range of Warrant Number of Weighted- Weighted- Number of Weighted- .30-.50 3,552,486 0.35 4.16 3,494,986 0.35 .51-1.00 517,500 1 3.14 397,500 1 1.01-3.50 113,250 2.35 1.83 113,250 2.35 Total 4,183,236 0.49 3.97 4,005,736 0.48 For the six-month periods ended September 30, 2019 and 2018, the total stock-based compensation on all instruments was $428,079 and $599,004, respectively. It is expected that the Company will recognize expense after September 30, 2019 related to warrants issued, outstanding, and valued using the Black Scholes pricing model as of September 30, 2019 in the amount of approximately $345,000. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES The following table presents the net deferred tax assets as of September 30, 2019 and March 31, 2019: September 30, 2019 March 31, 2019 Net operating loss carryforwards: Federal $ (4,008,742 ) $ (3,801,404 ) State (1,870,746 ) (1,773,989 ) Total net operating loss carryforwards (5,879,488 ) (5,575,393 ) Total deferred tax assets (5,879,488 ) (5,575,393 ) Valuation allowance 5,879,488 5,575,393 Net deferred tax assets $ – $ – Current income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. The Company’s deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited under the Internal Revenue Code should a significant change in ownership occur within a three-year period. At September 30, 2019 and March 31, 2019, respectively, the Company had net operating loss carryforwards of approximately $19,000,000 and $18,100,000. The deferred tax assets arising from the net operating loss carryforwards are approximately $5,880,000 and $5,580,000 as of September 30, 2019 and March 31, 2019, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s analysis, they concluded not to retain a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods. Therefore, they have established a full reserve against this asset. The net operating loss carryforwards, if not utilized, will begin to expire in 2021 for federal and Minnesota purposes. Of the approximately $19,000,000 in net operating loss carryforwards, approximately $7,000,000 has been accumulated in our pre-merger operating subsidiary, Gel-Del Technologies, Inc. IRC 382 provides guidance around whether or not the Company is able to utilize the pre-merger Gel-Del Technologies, Inc. net operating loss of approximately $7,000,000. Management believes that these pre-merger dollars will be allowable if our deferred tax asset is ever realized. A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes at September 30, 2019 and 2018 is as follows: 2019 2018 Expected tax at 30.8% $ (5,879,488 ) $ (4,984,867 ) Valuation allowance 5,879,488 4,984,867 Provision for income taxes $ – $ – The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of September 30, 2019, and 2018, the Company had no accrued interest and penalties related to uncertain tax positions. The Company is subject to taxation in the U.S. and Minnesota. Our tax years for 2016 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority. Management has evaluated tax positions in accordance with FASB ASC 740, and has not identified any tax positions, other than those discussed above, that require disclosure. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS On October 31, 2019, the Company’s Board of Directors approved the issuance of 1,345,000 warrants with a strike price of $.50/share that are exercisable for a term of 5 years from the date of the grant, as follows: i) 600,000 to John Lai, the Company’s CEO, whereby 400,000 are vested quarterly over a three-year term and 200,000 vest upon achieving performance-based milestones. These warrants were valued using the Black-Scholes model at $299,973; and ii) 500,000 to John Carruth, the Company’s CFO, whereby 400,000 are vested quarterly over a three-year term and 100,000 vest upon achieving performance-based milestones. These warrants were valued using the Black-Scholes model at $249,977; and iii) 245,000 to John Dolan, the Company’s Secretary, whereby 100,000 are vested quarterly over a three-year term, 100,000 vest upon achieving performance-based milestones, and 45,000 are vested immediately. These warrants were valued using the Black-Scholes model at $122,489. $22,498 in expense was recognized during the three-month period ended September 30, 2019 as the 45,000 warrants that vested immediately were granted for services provided prior to October 1, 2019. On October 31, 2019, the Company’s Board of Directors also approved a compensation plan for John Lai that included his retention of 600,000 escrowed shares that he never returned to the Company’s Treasury. After the balance sheet date through the date of this 10-Q filing, the Company entered into certain subscription agreements whereby we sold 540,000 shares of common stock for $135,000 effecting a purchase price of $.25/share. During October 2019, the Company engaged Barry Kaplan and Associates to provide investor relations services in exchange for cash consideration and 100,000 shares of PetVivo common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Organization (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description | (A) Organization and Description The Company is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment of afflictions and diseases in animals, initially for dogs and horses. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota. |
Basis of Presentation | (B) Basis of Presentation PetVivo Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009 and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in Minnesota PetVivo becoming a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly-owned subsidiary of the Company. The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures, which are included in annual financial statements, have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements at September 30, 2019 and for the three and six months ended September 30, 2019 and 2018 are unaudited, in the opinion of our management, such statements include all adjustments (consisting of normal recurring entries) necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the three and six months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ended March 31, 2020 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended March 31, 2019, included in our annual report on Form 10-K filed with the SEC. |
Principles of Consolidation | (C) Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations. All intercompany accounts have been eliminated upon consolidation. |
Use of Estimates | (D) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share-based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. |
Cash and Cash Equivalents | (E) Cash and Cash Equivalents The Company considers all highly-liquid, temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2019, the Company had $20,236 in cash and no cash equivalents. At March 31, 2019, the Company had $6,460 in cash and no cash equivalents. |
Concentration-Risk | (F) Concentration-Risk The Company maintains its cash with various financial institutions, which at times may exceed limits insured by the Federal Deposit Insurance Corporation (FDIC). At September 30, 2019, cash did not exceed the FDIC uninsured balances and management believes the Company is not exposed to any significant credit risk on cash. |
Property & Equipment | (G) Property & Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the asset’s estimated useful life of (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. |
Patents and Trademarks | (H) Patents and Trademarks The Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over the lesser of a useful life of 60 months or the life of the patent. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. |
Loss Per Share | (I) Loss Per Share Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has 4,183,236 warrants outstanding as of September 30, 2019 with varying exercise prices ranging from $3.50 to $.30/share. The weighted average exercise price for these warrants is $.49/share. These warrants are excluded from the weighted average number of shares because they are considered antidilutive. The Company had 4,243,236 warrants outstanding as of March 31, 2019 with varying exercise prices ranging from $3.50 to $.33/share. The weighted average exercise price for these warrants was $.50/share. These warrants are excluded from the weighted average number of shares because they are considered antidilutive. The Company uses the guidance in ASC 260 to determine if-converted loss per share detailed in Note 14. ASC 260 states that convertible securities should be considered exercised at the later date of the first day of the reporting period’s quarter or the inception date of the debt instrument. Also, the if-converted method shall not be applied for the purposes of computing diluted EPS if the effect would be antidilutive. At September 30, 2019, the Company had $280,000 in convertible notes outstanding that mature in our fiscal quarter ended June 30, 2021; see Note 8 to these financial statements for more information on these convertible notes. If converted, the $280,000 in outstanding convertible notes would convert into 430,770 shares of common stock at a rate of $.65 per share. At September 30, 2019 our if-converted weighted average number of shares outstanding was 22,426,915 and our if-converted loss per share for the six months ending September 30, 2019 remains consistent with our actual loss per share at ($.04). |
Revenue Recognition | (J) Revenue Recognition The Company will recognize revenue on arrangements in accordance with FASB ASC No. 606, “Revenue From Contracts With Customers”. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The Company adopted the guidance on April 1, 2018 using the cumulative catch-up transition method. This change in accounting did not have any material effect on the Company’s financial statements. |
Research and Development | (K) Research and Development The Company expenses research and development costs as incurred. |
Fair Value of Financial Instruments | (L) Fair Value of Financial Instruments The Company applies the accounting guidance under FASB ASC 820-10, “Fair Value Measurements” The guidance also establishes a fair value hierarchy for measurements of fair value as follows: ● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments consist of investments – equity securities receivable, notes payable and accrued interest, notes payable and accrued interest - related party, and convertible notes payable. The carrying amount of the Company’s financial instruments approximates their fair value as of September 30, 2019 and March 31, 2019, due to the short-term nature of these instruments and the Company’s borrowing rate of interest. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The Company measured its investments – equity securities receivable at fair value at September 30, 2019, see Note 5 to the financial statements included in this Form 10-Q. The Company had no assets and liabilities measured at fair value on a recurring basis at September 30, 2019. |
Stock-Based Compensation - Non-Employees | (M) Stock-Based Compensation - Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. |
Income Taxes | (N) Income Taxes The Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740. As required by ASC Topic 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied ASC Topic 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, the Company did not recognize any change in the liability for unrecognized tax benefits. The Company is not currently under examination by any federal or state jurisdiction. The Company’s policy is to record tax-related interest and penalties as a component of operating expenses. |
Inventory | (O) Inventory Inventories are recorded in accordance with ASC 330 and are stated at the lower of cost and net realizable value. We account for inventories using the first in first out (FIFO) methodology and capitalize costs on a project basis as they occur. The current marketed shelf life of our Kush inventory is 2 years. However, management reserves the right to review and adjust this as appropriate. |
Recently Issued and Adopted Accounting Pronouncements | (P) Recently Issued and Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this ASU supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 on April 1, 2019. In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments (Subtopic 825) to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments in this Update affect all entities that hold financial assets or owe financial liabilities. The amendments are meant to improve financial reporting by providing relevant information about an entity’s equity investments and reducing the number of items that are recognized in other comprehensive income since this Update requires equity securities to be measured at fair value with changes in the fair value recognized through net income. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-01 on April 1, 2018. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cashflows (Topic 230) to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. This Update addresses eight specific cash flow issues and their presentations in the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted ASU 2016-15 on April 1, 2018. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Total Inventory is broken out as follows: September 30, 2019 March 31, 2019 Finished Goods $ 62,168 $ 77,936 Reserve for Obsolete Inventory (62,168 ) (77,936 ) Work in Process -0- -0- Manufacturing Supplies 3,127 3,127 Raw Materials 9,368 9,368 Total Inventory $ 12,495 $ 12,495 |
Lease and Commitments (Tables)
Lease and Commitments (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturity Analysis of Operating Lease Liabilities | The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2019: Year Ended March 31, 2020 $ 12,468 2021 24,936 2022 24,936 2023 24,936 2024 10,390 $ 97,666 |
Schedule of Future Lease Payments | As of September 30, 2019, the Company only had one operating lease so that the weighted average remaining lease term and weighted average discount rate are approximately 4 years and 2.18%, respectively. September 30, 2019 Present value of future base rent lease payments $ 95,063 Base rent payments included in prepaid expenses - Present value of future base rent lease payments – net $ 95,063 |
Schedule of Present Value of Future Lease Payments Between Current and Non-current Assets and Liabilities | As of September 30, 2019, the present value of future base rent lease payments – net is classified between current and non-current assets and liabilities as follows: September 30, 2019 Operating lease right-of-use asset $ 95,063 Total operating lease assets 95,063 Operating lease current liability 24,655 Operating lease other liability 70,408 Total operating lease liabilities $ 95,063 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Property and Equipment: | |
Schedule of Property and Equipment | The components of property and equipment were as follows: September 30, 2019 March 31, 2019 Leasehold improvements $ 4,602 $ 4,602 Furniture and office equipment 10,130 10,130 Production equipment 108,882 108,882 R&D equipment 25,184 26,188 Total, at cost 148,798 149,802 Accumulated depreciation (121,872 ) (112,453 ) Total, net $ 26,926 $ 37,349 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The components of intangible assets, all of which are finite-lived, were as follows: September 30, 2019 March 31, 2019 Patents $ 3,844,092 $ 3,820,374 Trademarks 24,098 22,829 Total, at cost 3,868,190 3,843,203 Accumulated Amortization (3,528,093 ) (3,253,386 ) Total, net $ 340,097 $ 589,817 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the year ending March 31, 2019 and six-month period ending September 30, 2019 is as follows: Number of Weighted- Warrants Weighted- Outstanding, March 31, 2018 3,486,709 0.59 2,433,601 0.57 Granted 1,980,531 0.41 Exercised 1,111,027 0.36 Expired 12,977 0.3 Canceled 100,000 1 Outstanding, March 31, 2019 4,243,236 0.5 3,372,261 0.49 Granted 300,000 0.3 Cancelled 360,000 0.42 Outstanding, September 30, 2019 4,183,236 0.49 4,005,736 0.48 |
Schedule of Range of Warrant Prices | At September 30, 2019, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows: Warrants Outstanding Warrants Exercisable Range of Warrant Number of Weighted- Weighted- Number of Weighted- .30-.50 3,552,486 0.35 4.16 3,494,986 0.35 .51-1.00 517,500 1 3.14 397,500 1 1.01-3.50 113,250 2.35 1.83 113,250 2.35 Total 4,183,236 0.49 3.97 4,005,736 0.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The following table presents the net deferred tax assets as of September 30, 2019 and March 31, 2019: September 30, 2019 March 31, 2019 Net operating loss carryforwards: Federal $ (4,008,742 ) $ (3,801,404 ) State (1,870,746 ) (1,773,989 ) Total net operating loss carryforwards (5,879,488 ) (5,575,393 ) Total deferred tax assets (5,879,488 ) (5,575,393 ) Valuation allowance 5,879,488 5,575,393 Net deferred tax assets $ – $ – |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes at September 30, 2019 and 2018 is as follows: 2019 2018 Expected tax at 30.8% $ (5,879,488 ) $ (4,984,867 ) Valuation allowance 5,879,488 4,984,867 Provision for income taxes $ – $ – |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Organization (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Cash | $ 20,236 | $ 20,236 | $ 6,460 | ||
Cash equivalents | |||||
Warrants outstanding | 4,183,236 | 4,183,236 | 4,243,236 | ||
Warrant exercise price | $ .49 | $ .49 | $ .50 | ||
Debt instrument maturity date | Apr. 30, 2020 | ||||
Weighted average number of shares outstanding | 22,229,867 | 20,321,529 | 22,187,882 | 19,855,091 | |
Loss per share | $ (0.02) | $ (0.04) | $ (0.05) | $ (0.14) | |
Assets and liabilities measured at fair value | |||||
Income tax likelihood percentage | Greater than 50 percent | ||||
Inventory terms | 2 years | ||||
Convertible Notes [Member] | |||||
Convertible notes outstanding | $ 280,000 | $ 280,000 | |||
Debt instrument maturity date | Jun. 30, 2021 | ||||
Conversion of debt into common stock | 430,770 | ||||
Conversion price per share | $ 0.65 | $ 0.65 | |||
Weighted average number of shares outstanding | 22,426,915 | ||||
Loss per share | $ (0.04) | ||||
Warrant [Member] | Maximum [Member] | |||||
Warrant exercise price | 3.50 | 3.50 | $ 3.50 | ||
Warrant [Member] | Minimum [Member] | |||||
Warrant exercise price | $ 0.30 | $ 0.30 | $ 0.33 | ||
Patents And Trademarks [Member] | |||||
Estimated useful life of intangible asset | 60 months | ||||
Equipment [Member] | |||||
Estimated useful life of assets | 3 years | ||||
Automobiles [Member] | |||||
Estimated useful life of assets | 5 years | ||||
Furniture and Fixtures [Member] | |||||
Estimated useful life of assets | 7 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ (519,173) | $ (500,887) | $ (740,881) | $ (2,099,585) | $ (1,020,060) | $ (2,840,466) | ||
Net cash used in operating activities | (288,002) | (436,292) | ||||||
Accumulated deficit | (53,525,972) | (53,525,972) | $ (52,505,912) | |||||
Stockholders' deficit | (799,095) | $ (1,154,903) | $ (390,274) | $ (142,070) | (799,095) | $ (390,274) | $ (844,817) | $ 136,648 |
Working capital deficit | $ (918,974) | $ (918,974) |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Finished goods inventory | $ 62,168 | $ 77,936 |
Inventory | 12,495 | 12,495 |
Inventory reserve | 62,168 | 77,936 |
March 31, 2020 [Member] | ||
Inventory reserve | 9,000 | |
Strategic Partner Relationships [Member] | ||
Inventory | 16,636 | |
Inventory reserve | 9,791 | |
Inventory expense | 3,845 | |
Inventory [Member] | ||
Finished goods inventory | $ 62,000 | $ 78,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 62,168 | $ 77,936 |
Reserve for Obsolete Inventory | (62,168) | (77,936) |
Work in Process | 0 | 0 |
Manufacturing Supplies | 3,127 | 3,127 |
Raw Materials | 9,368 | 9,368 |
Total Inventory | $ 12,495 | $ 12,495 |
Lease and Commitments (Details
Lease and Commitments (Details Narrative) | Jul. 13, 2018ft² | Jul. 02, 2018USD ($) | May 03, 2017USD ($)ft² | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Integer | Sep. 30, 2018USD ($) |
Rent expense | $ 13,434 | $ 25,807 | $ 24,245 | $ 40,414 | |||
Labour costs | $ 2,000 | ||||||
Agreement term | 1 year | ||||||
Area of land | ft² | 1,000 | ||||||
Base rent lease payments | 97,666 | ||||||
Operating lease discounted value | $ 95,063 | $ 95,063 | |||||
Operating lease discount rate | 2.18% | 2.18% | |||||
Number of operating lease | Integer | 1 | ||||||
Weighted average remaining lease term | 4 years | 4 years | |||||
Weighted average discount rate | 2.18% | 2.18% | |||||
Amount payable to lessor | $ 97,666 | $ 97,666 | |||||
Gel-Del Technologies, Inc [Member] | |||||||
Amount payable to lessor | $ 330,000 | $ 330,000 | |||||
Eighty-Four Month of Lease [Member] | |||||||
Rent expense | $ 2,078 | ||||||
Area of land | ft² | 3,577 |
Lease and Commitments - Schedul
Lease and Commitments - Schedule of Maturity Analysis of Operating Lease Liabilities (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 12,468 |
2021 | 24,936 |
2022 | 24,936 |
2023 | 24,936 |
2024 | 10,390 |
Total | $ 97,666 |
Lease and Commitments - Sched_2
Lease and Commitments - Schedule of Future Lease Payments (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Present value of future base rent lease payments | $ 95,063 |
Base rent payments included in prepaid expenses | |
Present value of future base rent lease payments - net | $ 95,063 |
Lease and Commitments - Sched_3
Lease and Commitments - Schedule of Present Value of Future Lease Payments Between Current and Non-current Assets and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease right-of-use asset | $ 95,063 | |
Total operating lease assets | 95,063 | |
Operating lease current liability | 24,655 | |
Operating lease other liability | 70,408 | |
Total operating lease liabilities | $ 95,063 |
Investments - Equity Securiti_2
Investments - Equity Securities (Details Narrative) - Purchase Agreement [Member] - Emerald Organic Products Inc [Member] - USD ($) | Jun. 28, 2019 | Sep. 30, 2019 |
Number of shares purchased for acquisition | 1,500,000 | |
Value of shares purchased for acquisition | $ 1,500 | |
Fair value of investments | $ 1,500 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment: | ||||
Depreciation expense | $ 3,442 | $ 2,174 | $ 10,423 | $ 3,826 |
Gain on sale of asset | $ 450 | |||
Purchase price of assets before depreciation | $ 1,004 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Total, at cost | $ 148,798 | $ 149,802 |
Accumulated depreciation | (121,872) | (112,453) |
Total, net | 26,926 | 37,349 |
Leasehold Improvements [Member] | ||
Total, at cost | 4,602 | 4,602 |
Furniture and Office Equipment [Member] | ||
Total, at cost | 10,130 | 10,130 |
Production Equipment [Member] | ||
Total, at cost | 108,882 | 108,882 |
R&D Equipment [Member] | ||
Total, at cost | $ 25,184 | $ 26,188 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 137,598 | $ 159,448 | $ 274,707 | $ 318,915 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 3,844,092 | $ 3,820,374 |
Trademarks | 24,098 | 22,829 |
Total, at cost | 3,868,190 | 3,843,203 |
Accumulated Amortization | (3,528,093) | (3,253,386) |
Total, net | $ 340,097 | $ 589,817 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | |
Convertible notes maturity date | Apr. 30, 2020 | ||
Convertible notes accrued interest rate | 8.00% | ||
Convertible Notes Payable [Member] | |||
Convertible notes payable | $ 280,000 | $ 280,000 | |
Convertible notes maturity date | Jun. 30, 2021 | ||
Convertible notes accrued interest rate | 10.00% | 10.00% | |
Accrued interest | $ 6,118 | $ 11,479 | |
Conversion price per share description | These convertible notes automatically convert into shares of common stock at a rate of $.65 per share at the earlier of the maturity date or an uplift to a national securities exchange (e.g. NASDAQ or New York Stock Exchange) provided that the Company's stock price is at least $.78 at the time of the uplift. The convertible note holders have the right to convert their outstanding principal and interest into shares of the Company's common stock at any time during their note's term at $.65 per share. | ||
Conversion price per share | $ 0.65 | $ 0.65 | |
Stock price | $ 0.78 | $ 0.78 |
Notes Payable - Related Party (
Notes Payable - Related Party (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Notes payable and accrued interest | $ 68,090 | $ 85,752 | |
Debt instrument maturity date | Apr. 30, 2020 | ||
Interest rate | 8.00% | ||
Annual monthly payments | $ 3,100 | ||
Debt term | 24 months | ||
Proceeds from related party debt | $ 37,732 | ||
Minimum [Member] | |||
Proceeds from related party debt | $ 3,500,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 739,329 | $ 854,990 |
Accounts payable | 499,660 | 524,273 |
Accrued salaries and related payroll taxes payable | 239,669 | 330,717 |
Accrued liabilities | $ 22,464 | $ 21,482 |
Accrued Expenses - Related Pa_2
Accrued Expenses - Related Party (Details Narrative) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Accrued expenses due to related parties | $ 264,737 | $ 576,393 |
Accounts payable | 499,660 | 524,273 |
Accrued salaries and payroll taxes payable | 239,669 | 330,717 |
Related Party [Member] | ||
Accrued expenses due to related parties | 264,737 | 576,393 |
Accounts payable | $ 18,569 | 89,186 |
Accrued salaries and payroll taxes payable | $ 487,207 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details Narrative) | Sep. 18, 2019shares | Jul. 13, 2019$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) |
Number of shares issued | 1,959,851 | ||||||||
Number of shaes issued for compensaton, value | $ | $ 237,278 | $ 190,801 | $ 319,692 | $ 279,312 | |||||
Number of shares issued for services | 120,000 | ||||||||
Shares issued price per share | $ / shares | $ 1 | ||||||||
Number of stock sold, value | $ | 100,000 | 153,893 | |||||||
Loss on extinguishment of debt | $ | $ (81,738) | $ (81,738) | |||||||
Warrants to purchase shares of common stock | 300,000 | 300,000 | 300,000 | ||||||
Warrant to purchase of common stock, value | $ | $ 119,954 | $ 119,954 | $ 119,954 | ||||||
Warrant expense recognized | $ | 22,498 | ||||||||
Expense related to warrants issued and outstanding | $ | 1,446,094 | ||||||||
Warrant [Member] | |||||||||
Warrants to purchase shares of common stock | 300,000 | 300,000 | 300,000 | ||||||
Warrant to purchase of common stock, value | $ | $ 300,770 | $ 300,770 | $ 300,770 | ||||||
Cancellation of warrants to purchase common stock | 360,000 | ||||||||
Warrant expense recognized | $ | $ 117,144 | ||||||||
Stock-based compensation | $ | 428,079 | $ 599,004 | |||||||
Expense related to warrants issued and outstanding | $ | $ 345,000 | ||||||||
Common Stock [Member] | |||||||||
Number of shares issued | 120,000 | 1,005,287 | |||||||
Number of shaes issued for compensaton | 27,093 | ||||||||
Number of shaes issued for compensaton, value | $ | $ 27 | ||||||||
Number of stock sold | 400,000 | 307,786 | |||||||
Number of stock sold, value | $ | $ 400 | $ 308 | |||||||
Cancellation of warrants to purchase common stock | 300,000 | ||||||||
Warrant One [Member] | |||||||||
Cancellation of warrants to purchase common stock | 60,000 | ||||||||
Expected Volatility [Member] | |||||||||
Warrant measurement inputs | 3.13 | 3.13 | 3.13 | ||||||
Risk-Free Interest [Member] | |||||||||
Warrant measurement inputs | 0.0230 | 0.0230 | 0.0230 | ||||||
August 2020 and May 2021 [Member] | |||||||||
Number of shares vested | 150,000 | ||||||||
Shares exercisable term | 5 years | ||||||||
Shares exercisable price per share | $ / shares | $ 0.30 | $ 0.30 | $ 0.30 | ||||||
Accrued Expenses - Related Party [Member] | |||||||||
Reduction in accrued compensation | $ | $ 375,936 | ||||||||
Accounts Payable and Accrued Expenses [Member] | |||||||||
Reduction in accrued compensation | $ | $ 80,029 | ||||||||
One Shareholder [Member] | |||||||||
Number of stock sold | 400,000 | ||||||||
Number of stock sold, value | $ | $ 100,000 | ||||||||
Sale of stock price per share | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | ||||||
Scott Johnson [Member] | |||||||||
Number of shares vested | 150,000 | ||||||||
Gregory Cash [Member] | |||||||||
Number of shares vested | 150,000 | ||||||||
James Martin [Member] | |||||||||
Number of shares vested | 150,000 | ||||||||
Settlement Agreement [Member] | John Lai [Member] | |||||||||
Number of shaes issued for compensaton | 386,666 | ||||||||
Number of shaes issued for compensaton, value | $ | $ 116,000 | ||||||||
Shares holding term | 3 years | ||||||||
Settlement Agreement [Member] | Randall Meyer [Member] | |||||||||
Number of shaes issued for compensaton | 639,786 | ||||||||
Number of shaes issued for compensaton, value | $ | $ 191,936 | ||||||||
Shares holding term | 3 years | ||||||||
Settlement Agreement [Member] | John Dolan [Member] | |||||||||
Number of shaes issued for compensaton | 226,666 | ||||||||
Number of shaes issued for compensaton, value | $ | $ 68,000 | ||||||||
Shares holding term | 3 years | ||||||||
Settlement Agreement [Member] | Former Employee [Member] | |||||||||
Number of shaes issued for compensaton | 186,733 | ||||||||
Number of shaes issued for compensaton, value | $ | $ 80,029 | ||||||||
Consulting Agreement [Member] | |||||||||
Number of shares issued for services | 300,000 |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Warrant Activity (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Number of Warrants, Outstanding, Beginning Balance | 4,243,236 | 3,486,709 |
Number of Warrants, Granted | 300,000 | 1,980,531 |
Number of Warrants, Exercised | 1,111,027 | |
Number of Warrants, Expired | 12,977 | |
Number of Warrants, Cancelled | 360,000 | 100,000 |
Number of Warrants, Outstanding, Ending Balance | 4,183,236 | 4,243,236 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 0.5 | $ 0.59 |
Weighted-Average Exercise Price, Granted | 0.3 | 0.41 |
Weighted-Average Exercise Price, Exercised | 0.36 | |
Weighted-Average Exercise Price, Expired | 0.3 | |
Weighted-Average Exercise Price, Cancelled | 0.42 | 1 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 0.49 | $ 0.5 |
Warrants Exercisable, Outstanding, Beginning Balance | 3,372,261 | 2,433,601 |
Warrants Exercisable, Granted | ||
Warrants Exercisable, Exercised | ||
Warrants Exercisable, Expired | ||
Warrants Exercisable, Cancelled | ||
Warrants Exercisable, Outstanding, Ending Balance | 4,005,736 | 3,372,261 |
Weighted-Average Exercisable Price, Outstanding, Beginning Balance | $ 0.49 | $ 0.57 |
Weighted-Average Exercisable Price, Granted | ||
Weighted-Average Exercisable Price, Exercised | ||
Weighted-Average Exercisable Price, Expired | ||
Weighted-Average Exercisable Price, Cancelled | ||
Weighted-Average Exercisable Price, Outstanding, Ending Balance | $ 0.48 | $ 0.49 |
Common Stock and Warrants - S_2
Common Stock and Warrants - Schedule of Range of Warrant Prices (Details) - Warrant [Member] | 6 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Warrants, Outstanding | shares | 4,183,236 |
Weighted-Average Exercise Price, outstanding | $ 0.49 |
Weighted-Average Remaining Contractual Life (Years), Outstanding | 3 years 11 months 19 days |
Number of Warrants, Exercisable | shares | 4,005,736 |
Weighted-Average Exercise Price, Exercisable | $ 0.48 |
Range One [Member] | |
Range of Warrant Exercise Price, Lower limit | 0.30 |
Range of Warrant Exercise Price, Upper limit | $ 0.50 |
Number of Warrants, Outstanding | shares | 3,552,486 |
Weighted-Average Exercise Price, outstanding | $ 0.35 |
Weighted-Average Remaining Contractual Life (Years), Outstanding | 4 years 1 month 27 days |
Number of Warrants, Exercisable | shares | 3,494,986 |
Weighted-Average Exercise Price, Exercisable | $ 0.35 |
Range Two [Member] | |
Range of Warrant Exercise Price, Lower limit | 0.51 |
Range of Warrant Exercise Price, Upper limit | $ 1 |
Number of Warrants, Outstanding | shares | 517,500 |
Weighted-Average Exercise Price, outstanding | $ 1 |
Weighted-Average Remaining Contractual Life (Years), Outstanding | 3 years 1 month 20 days |
Number of Warrants, Exercisable | shares | 397,500 |
Weighted-Average Exercise Price, Exercisable | $ 1 |
Range Three [Member] | |
Range of Warrant Exercise Price, Lower limit | 1.01 |
Range of Warrant Exercise Price, Upper limit | $ 3.50 |
Number of Warrants, Outstanding | shares | 113,250 |
Weighted-Average Exercise Price, outstanding | $ 2.35 |
Weighted-Average Remaining Contractual Life (Years), Outstanding | 1 year 9 months 29 days |
Number of Warrants, Exercisable | shares | 113,250 |
Weighted-Average Exercise Price, Exercisable | $ 2.35 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2019 | |
Net operating loss carry forwards | $ 19,000,000 | $ 18,100,000 |
Deferred tax assets operating loss carryforwards | $ 5,879,488 | 5,575,393 |
Net operating loss carry forwards, expiration period | The net operating loss carryforwards, if not utilized, will begin to expire in 2021 for federal and Minnesota purposes. | |
Accrued interest and penalties related to uncertain tax positions | ||
Gel-Del Technologies, Inc [Member] | ||
Net operating loss carry forwards | 7,000,000 | |
Accumulated pre-merger operting loss carryforwards | $ 7,000,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards: Federal | $ (4,008,742) | $ (3,801,404) |
Net operating loss carryforwards: State | (1,870,746) | (1,773,989) |
Total net operating loss carryforwards | (5,879,488) | (5,575,393) |
Total deferred tax assets | (5,879,488) | (5,575,393) |
Valuation allowance | 5,879,488 | 5,575,393 |
Net deferred tax assets |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Expected tax at 30.8% | $ (5,879,488) | $ (4,984,867) | ||
Change in valuation allowance | 5,879,488 | 4,984,867 | ||
Provision for income taxes |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (Parenthetical) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate, percentage | 30.80% | 30.80% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 31, 2019 | Jul. 13, 2019 | Oct. 31, 2019 | Nov. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Mar. 31, 2019 |
Warrants strike price per share | $ .49 | $ .49 | $ .50 | |||||
Number of warrants vested | 45,000 | |||||||
Warrant expense recognized | $ 22,498 | |||||||
Number of stock sold, value | $ 100,000 | $ 153,893 | ||||||
Number of shares issued for services | 120,000 | |||||||
Subsequent Event [Member] | Subscription Agreements [Member] | ||||||||
Number of stock sold | 540,000 | |||||||
Number of stock sold, value | $ 135,000 | |||||||
Sale of stock price per share | $ 0.25 | |||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||
Number of warrants issued | 1,345,000 | |||||||
Warrants strike price per share | $ 0.50 | $ 0.50 | ||||||
Warrants exercisable term | 5 years | 5 years | ||||||
Subsequent Event [Member] | John Lai [Member] | ||||||||
Number of warrants issued | 600,000 | |||||||
Fair value of warrants | $ 299,973 | |||||||
Retention of escrowed shares | 600,000 | |||||||
Subsequent Event [Member] | John Lai [Member] | Three-Year Term [Member] | ||||||||
Number of warrants vested | 400,000 | |||||||
Subsequent Event [Member] | John Lai [Member] | Upon Achieving Performance Based Milestones [Member] | ||||||||
Number of warrants vested | 200,000 | |||||||
Subsequent Event [Member] | John Carruth [Member] | ||||||||
Number of warrants issued | 500,000 | |||||||
Fair value of warrants | $ 249,977 | |||||||
Subsequent Event [Member] | John Carruth [Member] | Three-Year Term [Member] | ||||||||
Number of warrants vested | 400,000 | |||||||
Subsequent Event [Member] | John Carruth [Member] | Upon Achieving Performance Based Milestones [Member] | ||||||||
Number of warrants vested | 100,000 | |||||||
Subsequent Event [Member] | John Dolan [Member] | ||||||||
Number of warrants issued | 245,000 | |||||||
Number of warrants vested | 45,000 | |||||||
Fair value of warrants | $ 122,489 | |||||||
Subsequent Event [Member] | John Dolan [Member] | Three-Year Term [Member] | ||||||||
Number of warrants vested | 100,000 | |||||||
Subsequent Event [Member] | John Dolan [Member] | Upon Achieving Performance Based Milestones [Member] | ||||||||
Number of warrants vested | 100,000 | |||||||
Subsequent Event [Member] | Barry Kaplan and Associates [Member] | ||||||||
Number of shares issued for services | 100,000 |